Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable law, and in addition to its rights under Section 6 above, under the other Financing Documents and under the Intercreditor Agreement, the following rights and remedies: (a) The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code), sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof. (b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby. (c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Agreement.
Appears in 4 contracts
Samples: Pledge Agreement, Pledge Agreement (Advanced Drainage Systems, Inc.), Revolving Credit Facility (Advanced Drainage Systems, Inc.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Trustee shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Loan Documents and under the Intercreditor Agreementto which it is a party, the following rights and remedies:
(a) The Collateral Agent Trustee may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentTrustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. Each Pledgor recognizes that the Collateral Agent Trustee may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, shall be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Collateral Trust Agreement.
Appears in 3 contracts
Samples: Pledge Agreement, Pledge Agreement (Consol Energy Inc), Revolving Credit Facility (Consol Energy Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuingcontinuing and following acceleration of the Obligations pursuant to Section 8.2 of the Credit Agreement, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to the a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof. The Administrative Agent shall complete all sales, assignments, options or other dispositions in compliance with all applicable securities laws.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to including, without limitation, reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 8.2.5 of the Credit Agreement [Distribution Application of Proceeds] of the Intercreditor Agreement].
Appears in 3 contracts
Samples: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, 7 above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Debtors, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor Debtor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor Debtor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their its own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit any Debtor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such Debtor would agree to do so.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of any Debtor, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to reasonable attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied in such manner and order as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Collateral Sharing Agreement.
Appears in 3 contracts
Samples: Pledge Agreement (Mariner Post Acute Network Inc), Pledge Agreement (Mariner Post Acute Network Inc), Pledge Agreement (Mariner Post Acute Network Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor (or issuer) would agree to do so
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong Energy, Inc.), Credit Agreement (Armstrong Resource Partners, L.P.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Trustee shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Loan Documents and under the Intercreditor Agreementto which it is a party, the following rights and remedies:
(a) The Collateral Agent Trustee may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentTrustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. Each Pledgor recognizes that the Collateral Agent Trustee may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property stock or ownership other equity interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, shall be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Collateral Trust Agreement.
Appears in 2 contracts
Samples: Pledge Agreement (CNX Gas Corp), Pledge Agreement (CONSOL Energy Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuingcontinuing and following acceleration of the Obligations pursuant to Section 8.2 of the Credit Agreement, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof. The Administrative Agent shall complete all sales, assignments, options or other dispositions in compliance with all applicable securities laws.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to including, without limitation, reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 8.2.5 of the Credit Agreement [Distribution Application of Proceeds] of the Intercreditor Agreement].
Appears in 2 contracts
Samples: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgors, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 [Distribution of Proceeds] 8.2.5 of the Intercreditor Credit Agreement.
(c) To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, each Pledgor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare the Pledged Collateral for disposition,
Appears in 2 contracts
Samples: Pledge Agreement (Interface Security Systems, L.L.C.), Pledge Agreement (Interface Security Systems Holdings Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, under the other Financing Documents above and under the Intercreditor Loan Agreement, the Notes and the Other Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Debtor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor Debtor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor Debtor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their its own account for investment and not with a view to the distribution or resale thereof. Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Debtor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Debtor would agree to do so.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of Debtor, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to reasonable attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied in such manner and order as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Loan Agreement.
Appears in 2 contracts
Samples: Pledge Agreement (Portacom Wireless Inc/), Pledge Agreement (VDC Corp LTD)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default default under the Note and while such Event of Default default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable law, and in addition to its rights under Section 6 above, under the other Financing Documents Purchase Agreement and under the Intercreditor AgreementNote, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to to, attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral including expenses incurred by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of Proceeds] or other realization on, any of the Intercreditor AgreementPledged Collateral, in such order as the Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by law.
Appears in 2 contracts
Samples: Interest Pledge Agreement (Touchstone Resources Usa, Inc.), Interest Pledge Agreement (Endeavour International Corp)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, under the other Financing Documents above and under the Intercreditor Purchase Agreement, the Promissory Note and the Other Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Debtor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor Debtor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor Debtor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their its own account for investment and not with a view to the distribution or resale thereof. Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Debtor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Debtor would agree to do so.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of Debtor, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to reasonable attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied in such manner and order as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Purchase Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, 7 above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Debtor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor Debtor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor Debtor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their its own account for investment and not with a view to the distribution or resale thereof. Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Debtor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Debtor would agree to do so.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of Debtor, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to reasonable attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied in such manner and order as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Collateral Sharing Agreement.
Appears in 2 contracts
Samples: Pledge Agreement (Mariner Post Acute Network Inc), Pledge Agreement (Mariner Post Acute Network Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default default under the Note and while such Event of Default default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable law, and in addition to its rights under Section 6 above, under the other Financing Documents above and under the Intercreditor AgreementNote, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property stock or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to to, attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral including expense incurred by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of Proceeds] or other realization on, any of the Intercreditor AgreementPledged Collateral, in such order as the Secured Party may determine in its discretion; and (ii) the balance, if any, as required by law.
Appears in 2 contracts
Samples: Stock Pledge Agreement (BPK Resources Inc), Stock Pledge Agreement (BPK Resources Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while for so long as such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, 7 and under the other Financing Documents and under the Intercreditor AgreementDocuments, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) daysBusiness Days’ advance written notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) daysBusiness Days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Equity Interests, securities, shares, capital stock, member interests, partnership interests, investment property or other ownership interests included in such Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of reasonable expenses, including but not limited to reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] 5.4 of the Intercreditor Collateral Agency Agreement.
(c) (i) The Secured Party shall have the right to have the Pledged Collateral, or from time to time any part thereof, transferred into the name of the Secured Party pursuant to Section 3.
(ii) All rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 7(a) and to receive distributions in respect of Pledged Collateral shall cease, and all such rights shall thereupon become vested in the Secured Party, who shall thereafter upon notice to such Pledgor have the sole right to exercise such voting and other consensual rights and to receive 100% of all such distributions, which shall be promptly applied by Secured Party as provided in Section 5.4 of the Collateral Agency Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuingcontinu- ing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Sections 19(a) and (b) hereof shall immediate- ly cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.
(b) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 19(c) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.
(c) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in or- der to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to subsection (a) above and to receive all Distributions which it may be enti- tled to receive under subsection (b) above.
(d) All Distributions which are received by any Pledgor contrary to the provisions of Section 19(b) hereof shall be received in trust for the benefit of the Collateral Agent, shall be seg- regated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(e) The Collateral Agent may, after at least ten (10) days’ advance notice to the a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) no- xxxx 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort re- sort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment invest- ment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(cf) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollat- eral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including in- cluding but not limited to reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth Ob- ligations in accordance with Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor AgreementCredit Agreement .
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall havehave and may exercise, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s or any Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement. Each Pledgor shall remain liable to the Secured Parties for and shall pay to the Administrative Agent for the benefit of the Secured Parties any deficiency which may remain after such sale or collection.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuingDefault, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code UCC or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ advance written notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance written notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 [Distribution of Proceeds] 8.2.4 of the Intercreditor Loan Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) : The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Borrower, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor The Borrower agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor The Borrower recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their its own account for investment and not with a view to the distribution or resale thereof.
(b) . The Pledgors Borrower acknowledges and each agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding Pledged Collateral for the translation period of this Agreementtime necessary to permit the Borrower to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and Borrower would agree to the translation rendered therebydo so.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable law, and in addition to its rights under Section SECTION 6 above, above and under the other Financing Documents and under the Intercreditor AgreementCredit Documents, the following rights and remedies:
(a) 7.1 The Collateral Agent may, after at least ten thirty (1030) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Borrower, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor Borrower agrees that at least ten thirty (1030) days’ ' advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor Borrower recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) 7.2 The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of Borrower, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s 's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
7.2.1 first, to the Secured Obligations and to reimburse the Collateral Agent for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Collateral Agent in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of Borrower under any of the Intercreditor AgreementCredit Documents, including advances made subsequent to an Event of Default by the Collateral Agent or any of the Secured Parties for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, repairs, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Collateral Agent may determine in its discretion; and
7.2.2 the balance, if any, as required by law.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ ' advance notice to the a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s 's Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s 's rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured ObligationsDebt, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] 8.2.4 of the Intercreditor Credit Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementNoteholder Documents, the following rights and remedies, in each case subject to the Intercreditor Agreement, any Collateral Agency Agreement and any other intercreditor agreement entered into in connection with Indebtedness permitted under the Indenture:
(a) The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] the Indenture. The Collateral Agent shall incur no liability as a result of the Intercreditor sale of the Pledged Collateral, or any part thereof, at any private sale pursuant to this Section 7 conducted in accordance with the requirements of applicable laws and provided such sale shall not have resulted from the gross negligence, willful misconduct or fraud of the Collateral Agent. Each Pledgor hereby waives any claims against the Collateral Agent and the other Secured Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree, provided that such private sale is conducted in accordance with applicable laws and this Agreement. Each Pledgor hereby agrees that in respect of any sale of any of the Pledged Collateral pursuant to the terms hereof, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable laws, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, nor shall the Collateral Agent be liable or accountable to any Pledgor for any discount allowed by reason of the fact that such Pledged Collateral is sold in compliance with any such limitation or restriction.
Appears in 1 contract
Samples: Second Lien Pledge Agreement (Hovnanian Enterprises Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementNoteholder Documents, the following rights and remedies, in each case subject to any Collateral Agency Agreement and any other intercreditor agreement entered into in connection with Indebtedness permitted under the Indenture:
(a) The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] the Indenture. The Collateral Agent shall incur no liability as a result of the Intercreditor sale of the Pledged Collateral, or any part thereof, at any private sale pursuant to this Section 7 conducted in accordance with the requirements of applicable laws and provided such sale shall not have resulted from the gross negligence, willful misconduct or fraud of the Collateral Agent. Each Pledgor hereby waives any claims against the Collateral Agent and the other Secured Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree, provided that such private sale is conducted in accordance with applicable laws and this Agreement. Each Pledgor hereby agrees that in respect of any sale of any of the Pledged Collateral pursuant to the terms hereof, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable laws, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, nor shall the Collateral Agent be liable or accountable to any Pledgor for any discount allowed by reason of the fact that such Pledged Collateral is sold in compliance with any such limitation or restriction.
Appears in 1 contract
Samples: First Lien Pledge Agreement (Hovnanian Enterprises Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) business days’ advance written notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) business days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of reasonable expenses, including but not limited to reasonable attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, as follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys’ fees and legal expenses, incurred by the Secured Party in connection with realizing on the Pledged Collateral or collection of any obligation of any Pledgor under any of the Loan Documents, including advances made subsequent to an Event of Default by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by Law.
(i) The Secured Party shall have the right to have the Pledged Collateral transferred into the name of Secured Party pursuant to Section 8 hereof.
(ii) All rights of any Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 7(a) above and to receive distributions shall cease, and all such rights shall thereupon become vested in Secured Party, who shall thereafter upon notice to such Pledgor have the sole right to exercise such voting and other consensual rights and to receive one hundred percent (100%) of all distributions, which shall be promptly applied as set forth by Secured Party against the Secured Obligations in the order and manner specified in Section 5.10 [Distribution 8(b) hereof.
(iii) All distributions which are received by any Pledgor contrary to the provisions of Proceeds] Section 8(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Pledgor, and forthwith shall be paid over to Secured Party as Pledged Collateral in the same form as received (with any necessary endorsements), unless such Pledgor shall have previously cured and/or the Secured Party shall have waived the Event of Default giving rise to the Event of Default hereunder.
(iv) Secured Party shall have the right to take control of and manage all or any of the Intercreditor AgreementPledged Collateral.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuingDefault, subject to the provisions set forth in the Intercreditor Agreement, the Collateral Agent Trustee shall have, in addition to all rights and remedies of a secured party the Collateral Trustee under the Code or other applicable law, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementCollateral Documents, the following rights and remedies:
(a) The Subject to the provisions set forth in the Intercreditor Agreement, the Collateral Agent Trustee may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)each Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral Collateral, or any part thereof at public or private salesale in accordance with securities laws, at any of the Collateral Agent’s Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Trustee shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. Each Pledgor recognizes that the Collateral Agent Trustee may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Trustee has made all deductions of expenses, including including, but not limited to to, reasonable attorneys’ ' fees (including the allocated costs of staff counsel) and other out-of-pocket expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Trustee's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Note Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Indenture and the Security Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Integrated Alarm Services Group Inc)
Additional Remedies Upon Event of Default. Upon the occurrence and during the continuation of any Event of Default and while such Event of Default shall be continuingDefault, subject to the provisions set forth in the Intercreditor Agreement, the Collateral Agent Trustee shall have, in addition to all rights and remedies of a secured party the Collateral Trustee under the Code or other applicable law, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementCollateral Documents, the following rights and remedies:
(a) The Subject to the provisions set forth in the Intercreditor Agreement, the Collateral Agent Trustee may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)each Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral Collateral, or any part thereof at public or private salesale in accordance with securities laws, at any of the Collateral AgentTrustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Trustee shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. Each Pledgor recognizes that the Collateral Agent Trustee may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Trustee has made all deductions of expenses, including including, but not limited to to, reasonable attorneys’ fees (including the allocated costs of staff counsel) and other out-of-pocket expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentTrustee’s rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Note Obligations, whether or not all to the same be extent such are then due and payable, be applied as payable in the manner set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Indenture and the Security Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Protection One Alarm Monitoring Inc)
Additional Remedies Upon Event of Default. Upon Except as otherwise provided in Section 11 hereof upon the Pledged Collateral Release Event (as defined below), upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Lender shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawGovernmental Rules, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Lender may, after at least ten (10) days’ advance written notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such the Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentLender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. Each The Pledgor agrees that at least ten (10) days’ advance written notice (in any manner permitted by the Code) 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 Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. Each The Pledgor recognizes that the Collateral Agent Lender may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Lender has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentLender’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Lender for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys’ fees and legal expenses, incurred by the Lender in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of the Intercreditor AgreementPledgor under any of the Loan Documents, including advances made subsequent to an Event of Default by the Lender for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Lender may determine in its discretion; and
(ii) the balance, if any, as required by Governmental Rules.
Appears in 1 contract
Samples: Pledge Agreement (Energy Inc.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent (for itself or on behalf of any Secured Party), nor any Secured Party, shall be under any obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor (or issuer) would agree to do so; and
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement.
(c) Each Pledgor hereby irrevocably appoints the Administrative Agent as Xxxxxxx’s attorney-in-fact effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of Pledgor and in the name of Pledgor, the Administrative Agent or otherwise, from time to time in the Administrative Agent’s discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) receive, indorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) subject to and in accordance with the provisions of this Section, sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Administrative Agent was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and Xxxxxxx’s expense, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Pledged Collateral. Each Pledgor hereby ratifies and approves all acts the Administrative Agent may take in accordance with the terms of this Agreement. Except as specifically set forth in Section 8 hereof, neither the Administrative Agent nor any Person designated by the Collateral Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than those resulting from the Administrative Agent’s gross negligence, bad faith or willful misconduct. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations have been Paid in Full and the Commitments have terminated.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(ai) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to the a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) . Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Pledgors and each Secured Party shall be under no obligation to delay sale of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding Pledged Collateral for the translation period of this Agreementtime necessary to permit Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, the Collateral Agent may submit this Agreement to an internationally recognized translator for translationas amended, at the joint and several expense of Pledgors and the Companiesor under applicable securities laws, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and even if Pledgor (or issuer) would agree to the translation rendered thereby.do so;
(cii) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth payable in accordance with Section 5.10 [Distribution of Proceeds] 9.2.4 of the Intercreditor Credit Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementNoteholder Documents, the following rights and remedies, in each case subject to any Collateral Agency Agreement:
(a) The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] 5.05 of the Intercreditor AgreementIndenture.
Appears in 1 contract
Samples: First Lien Pledge Agreement (Hovnanian Enterprises Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to the a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Administrative Agent for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys’ fees and legal expenses, incurred by the Administrative Agent in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of any Pledgor under any of the Intercreditor AgreementLoan Documents or any obligations in connection with any Lender Provided Hedge or any Other Lender Provided Financial Service Products, including advances made subsequent to an Event of Default by the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Administrative Agent may determine in its discretion; and
(ii) the balance, if any, as required by Law.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) 99.1 The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to the a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit any Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if any Pledgor (or issuer) would agree to do so.
(b) 99.2 The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Administrative Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor Administrative Agent or any Company at any time in the Collateral Administrative Agent’s discretion. In the event of any disagreement between the Collateral Administrative Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Administrative Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of the Pledgors and the Companieseach Company, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) 99.3 The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
99.3.1 first, to the Secured Obligations and to reimburse the Administrative Agent for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys’ fees and legal expenses, incurred by the Administrative Agent in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of any Pledgor under any of the Intercreditor AgreementLoan Documents or any obligations in connection with any Lender-Provided Hedge or any Lender-Provided Treasury/Credit Arrangement, including advances made subsequent to an Event of Default by the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Administrative Agent may determine in its discretion; and
99.3.2 the balance, if any, as required by Law.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] of the Intercreditor Credit Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, and under the other Financing Documents and under the Intercreditor AgreementCredit Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) 10 days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) 10 days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests Ownership Interests for their own account for investment and not with a view to the distribution or resale thereof.; and
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of reasonable expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedingsInsolvency Proceeding, be applied against the Senior Secured ObligationsDebt, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Debt and to reimburse Secured Party for reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ fees and legal expenses, incurred by Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of Pledgor under any of the Intercreditor AgreementCredit Documents, including advances made subsequent to an Event of Default by Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including advances for taxes, insurance and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by Law.
Appears in 1 contract
Samples: Pledge Agreement (CastleRock Security Holdings, Inc.)
Additional Remedies Upon Event of Default. Upon Except as otherwise provided in Section 11 hereof upon the Pledged Collateral Release Event (as defined below), upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code UCC or other applicable lawGovernmental Rules, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementAgreements, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ advance written notice to a Pledgor (in any manner permitted by the Code), Pledgors sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at a public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance written notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged obligated to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys’ fees and legal expenses, incurred by the Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of the Intercreditor AgreementPledgor under any of the Financing Agreements, including advances made subsequent to an Event of Default by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by Governmental Rules.
Appears in 1 contract
Samples: Pledge Agreement (Gas Natural Inc.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor (or issuer) would agree to do so
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral and Pledged Joint Venture Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral and Pledged Joint Venture Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral and Pledged Joint Venture Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Armstrong Resource Partners, L.P.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral {N0221554 } Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under under, but subject to the proviso set forth in, Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)MLP, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor The MLP agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor The MLP recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of the MLP, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, Collateral including in any insolvency, bankruptcy or reorganization proceedingsInsolvency Proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Agent for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ fees and legal expenses, incurred by the Agent in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of the Intercreditor AgreementCompany under any of the Loan Documents, including advances made subsequent to an Event of Default by the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including advances for taxes, insurance, repairs, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Agent may determine in its discretion; and
(ii) the balance, if any, as required by Law.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor (or issuer) would agree to do so.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral and Pledged Joint Venture Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral and Pledged Joint Venture Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral and Pledged Joint Venture Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Armstrong Resource Partners, L.P.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Secured Party Documents and under the Intercreditor Agreementto which it is a party, the following rights and remedies:
(a) 98.1 The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)applicable Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors . Each Pledgor acknowledges and each of the Companies hereby agree thatagrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, at the joint and several expense of the Pledgors and the Companiesnotwithstanding such circumstances, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, agrees that any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably such private sale shall be deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has have been made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Agreement.a commercially reasonable
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementNoteholder Documents, the following rights and remedies, in each case subject to any Collateral Agency Agreement:
(a) The Collateral Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Pledged 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. Each Pledgor recognizes that the Collateral Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] of the Intercreditor AgreementIndenture.
Appears in 1 contract
Samples: First Lien Pledge Agreement (Hovnanian Enterprises Inc)
Additional Remedies Upon Event of Default. Upon (a) In addition and not in limitation of the occurrence of remedies provided for in Section 8.02 above, if any Event of Default occurs and while such Event of Default shall be is continuing, then the Collateral Agent shall havehave the right, in addition its sole discretion, to all rights and remedies select one or more cannabis dispensaries operated by one or more of the Borrowers (the “Selected Dispensaries”) to be sold to one or more third parties selected by the Collateral Agent in a secured party under manner selected by the Code or other applicable lawCollateral Agent, and in addition to each case in its rights under Section 6 above, under sole discretion (the other Financing Documents and under the Intercreditor Agreement, the following rights and remedies:“Sale Process”).
(ab) The Sale Process shall be conducted as determined by the Collateral Agent Agent, in its sole discretion, provided that the Sale Process shall be conducted in accordance with applicable Legal Requirements. Borrowers acknowledge that the Sale Process may, after but is not required to, be conducted through a process designed to maximize the sale price of the Selected Dispensaries. Borrowers hereby waive any claim that the Sale Process was not conducted in a manner designed to maximize the sale price of the Selected Dispensaries.
(c) The Borrowers hereby covenant and agree not to appoint a chief restructuring officer or assignee in connection with an assignment for the benefit of creditors without providing at least ten (10) days’ advance Business Days prior written notice to a Pledgor (in any manner permitted the Lender and obtaining the written consent of the Lender to such appointment, which such consent may be granted or withheld by the CodeLender in its sole discretion. Any appointment of a chief restructuring officer or assignee in connection with an assignment for the benefit of creditors without first obtaining the written consent of the Lender shall be presumptively invalid.
(d) If any Event of Default occurs and is continuing, the Lender and/or Collateral Agent may seek a receivership over all of some of the Borrowers or their assets (including the Selected Dispensaries). In the event the Lender and/or the Collateral Agent seek the appointment of a receiver to administer one or more of the Borrowers and/or the Selected Dispensaries, the Borrowers hereby covenant and agree to consent to and support the proposed appointment.
(e) Borrowers acknowledge that the transactions contemplated by this Section 8.03, may require approval from the Illinois Department of Agriculture, the Illinois Department of 128 HB: 4868-8978-1628.11 Financial and Professional Regulation, the Massachusetts Cannabis Control Commission, or other Governmental Authorities under applicable Legal Requirements (the “Applicable Regulator”). 129 HB: 4868-8978-1628.11 Promptly after the finalization of any documentation for a proposed sale of one or more of the Selected Dispensaries (the “Dispensary Sale”), sellthe Lender and the Collateral Agent shall apply for approval from the Applicable Regulator for the Dispensary Sale (“Regulator Approval”). The Borrowers hereby agree and covenant to (i) execute all documents requested by the Applicable Regulator or required under applicable Legal Requirements for the transfer contemplated by the Dispensary Sale, assignand (ii) not take any action that would prevent or inhibit the Regulator Approval.
(f) Borrowers acknowledge and agree that (i) a breach or threatened breach by Borrowers (or any of them) of any of their obligations under this Section 8.03 would give rise to irreparable harm to Lender for which monetary damages would not be an adequate remedy and (ii) if a breach or a threatened breach by Borrowers (or any of them) of any such obligations occurs, give an option or options Lender will, in addition to purchase any and all other rights and remedies that may be available to it at law, at equity, or otherwise dispose in respect of such Pledgor’s Pledged Collateral breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (x) post a bond or other security, or (y) prove actual damages or that monetary damages will not afford an adequate remedy. Borrowers agree that they will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in each case, consistent with the terms of this Section 8.03.
(g) In furtherance and not in limitation of any of the foregoing or any part thereof at public other power of attorney provisions in the Loan Documents, each Borrower hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Borrower and in the name of such Borrower, or private saleotherwise, at any of from time to time, in the Collateral Agent’s offices or elsewherediscretion, for cash, on credit or for future delivery, to take any action and upon such other to execute any instrument consistent with the terms as of this Section 8.03 which the Collateral Agent may deem commercially reasonable. Each Pledgor agrees that at least ten necessary or advisable to accomplish the purposes hereof (10) days’ advance notice (in any manner permitted by but the Code) 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 Pledged 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. Each Pledgor recognizes that neither the Collateral Agent may be compelled nor Lender shall have any liability to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor Borrower or any Company at any time in third party for failure to so do or take action). Except where prior notice is expressly required by the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation terms of this Agreement, the Collateral Agent may submit this Agreement shall use commercially reasonable efforts to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree provide notice to the translation rendered thereby.
(c) The proceeds of Borrower prior to taking any collectionaction taken in the preceding sentence, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but provided that failure to deliver such notice shall not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of limit the Collateral Agent’s rights right to take such action or the validity of any such action. The foregoing grant of authority is a power of attorney coupled with respect an interest and such appointment shall be irrevocable for the term hereof. Each Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done in accordance with the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against terms of this Section 8.03 and the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor AgreementLegal Requirements.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Debtors, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor The Debtor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor The Debtor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged CollateralCollateral of the Debtor, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of such Debtor under any of the Intercreditor AgreementLoan Documents, including advances made subsequent to an Event of Default by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, repairs, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by Law.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor (or issuer) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor (or issuer) would agree to do so
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 9.2.4 [Distribution Application of Proceeds] of the Intercreditor Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Armstrong Resource Partners, L.P.)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code UCC or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) daysBusiness Days’ advance written notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such the Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each The Pledgor agrees that at least ten (10) daysBusiness Days’ advance written notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each The Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member membership interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, shall be applied as set forth in Section 5.10 [Distribution of Proceeds] of the Intercreditor Credit Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Janel Corp)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuingDefault, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ days advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral Collateral, or any part thereof at public or private salesale in accordance with securities laws, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ days advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests securities for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including including, but not limited to to, reasonable attorneys’ ' fees (including the allocated costs of staff counsel) and other out-of-pocket expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including Collateral in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as payable in the manner set forth in Section 5.10 [Distribution of Proceeds] 8.2.5 of the Intercreditor Credit Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Integrated Alarm Services Group Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementJunior Noteholder Documents, the following rights and remedies, in each case subject to the Intercreditor Agreement and any Collateral Agency Agreement:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] of the Intercreditor AgreementJunior Note Indenture.
Appears in 1 contract
Samples: Third Lien Pledge Agreement (Hovnanian Enterprises Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default default under the Note and while such Event of Default default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable law, and in addition to its rights under Section 6 above, under the other Financing Documents above and under the Intercreditor AgreementNote, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s the Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property stock or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to to, attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral including expense incurred by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of Proceeds] or other realization on, any of the Intercreditor AgreementPledged Collateral, in such order as the Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by law.
Appears in 1 contract
Samples: Securities Pledge Agreement (Trimedia Entertainment Group Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies, in each case subject to the Intercreditor Agreement:
(a) The Collateral Agent Secured Party may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] of the Intercreditor AgreementSecured Note Indenture.
Appears in 1 contract
Samples: Second Lien Pledge Agreement (Hovnanian Enterprises Inc)
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Agent Secured Party may, after at least ten fifteen (1015) days’ ' advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s 's Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten fifteen (1015) days’ ' advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property stock or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ ' fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Agent’s Secured Party's rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Secured Party for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Secured Party in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of Pledgor under any of the Intercreditor AgreementLoan Documents, including advances made subsequent to an Event of Default by the Secured Party for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Secured Party may determine in its discretion; and
(ii) the balance, if any, as required by Law.
Appears in 1 contract
Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Administrative Agent shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) The Collateral Administrative Agent may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) of the time and place of any public sale or the time after which any private DOCVARIABLE #DNDocID \* MERGEFORMAT 752131431 sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 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. Each Pledgor recognizes that the Collateral Administrative Agent may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property interests or ownership interests for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay sale of any of the Pledged Collateral for the period of time necessary to permit Pledgor (or Company) to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable securities laws, even if Pledgor (or Company) would agree to do so.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Administrative Agent has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth follows:
(i) first, to the Secured Obligations and to reimburse the Administrative Agent for reasonable and documented out‑of‑pocket costs, expenses and disbursements, including without limitation reasonable and documented out-of-pocket attorneys’ fees and legal expenses, incurred by the Administrative Agent in Section 5.10 [Distribution connection with realizing on the Pledged Collateral or collection of Proceeds] any obligation of any Pledgor under any of the Intercreditor AgreementLoan Documents or any obligations in connection with any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Product, including advances made subsequent to an Event of Default by the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Pledged Collateral, including without limitation advances for taxes, insurance, and the like, and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale of or other realization on, any of the Pledged Collateral, in such order as the Administrative Agent may determine in its discretion; and
(ii) the balance, if any, as required by Law.
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Additional Remedies Upon Event of Default. Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Collateral Agent Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable lawLaw, and in addition to its rights under Section 6 above, above and under the other Financing Documents and under the Intercreditor AgreementLoan Documents, the following rights and remedies:
(a) 82.1 The Collateral Agent Secured Party may, after at least ten (10) days’ advance notice to a Pledgor (in any manner permitted by the Code)Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Collateral AgentSecured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. Each Pledgor agrees that at least ten (10) days’ advance notice (in any manner permitted by the Code) 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 Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. Each Pledgor recognizes that the Collateral Agent Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.
(b) The Pledgors and each of the Companies hereby agree that, at the joint and several expense of the Pledgors and the Companies, the Collateral Agent may have this Agreement translated into the official language of the Collateral Agent, any Pledgor or any Company at any time in the Collateral Agent’s discretion. In the event of any disagreement between the Collateral Agent and any Pledgor or any of the Companies regarding the translation of this Agreement, the Collateral Agent may submit this Agreement to an internationally recognized translator for translation, at the joint and several expense of Pledgors and the Companies, and each of the Pledgors and each of the Companies is hereby irrevocably deemed to accept as accurate and agree to the translation rendered thereby.
(c) 82.2 The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Collateral Agent Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Collateral AgentSecured Party’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings, be applied against the Senior Secured Obligations, whether or not all the same be then due and payable, be applied as set forth provided in Section 5.10 [Distribution of Proceeds] of the Intercreditor Credit Agreement.
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Samples: Revolving Credit Facility (Hovnanian Enterprises Inc)
