Enforcement With Respect to Collateral Sample Clauses

Enforcement With Respect to Collateral. Each and every Secured Party shall have the right to deliver a Default Notice to the Collateral Agent to the extent a Senior Indebtedness Event of Default shall have occurred under a Transaction Document to which such Person is a party (except that the Lenders (acting in such capacity) shall act solely as a group through direction to the Agent). Upon and after the delivery to the Collateral Agent of (i) a Default Notice by any Secured Party and (ii) an Enforcement Directive from either the Required Lenders or the Required Noteholders, the Collateral Agent shall undertake Enforcement pursuant to Section 2.2(a) hereof, and proceed to protect and enforce rights or remedies granted under the Security Instruments as directed in the Enforcement Directive, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in the Security Instruments, or to enforce any other legal or equitable right or remedy provided therein. Other than actions necessary to prevent the waste, diminution, impairment or loss of any Collateral, which actions could not reasonably await notice to or an Enforcement Directive from either the Required Lenders or the Required Noteholders, each Secured Party that is a party hereto hereby agrees that it shall not take any action of Enforcement in respect of or affecting any Collateral except through the delivery of an Enforcement Directive from either the Required Lenders or the Required Noteholders to the Collateral Agent.
Sample 1
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Enforcement With Respect to Collateral. (a) Each of the Required Revolving Lenders and the Required Term Loan Lenders shall have the right to deliver an Enforcement Notice to the Collateral Agent to the extent a Subject Event of Default shall have occurred under a Subject Document to which such group is a party or beneficiary. Upon and after the delivery to the Collateral Agent of an Enforcement Notice by either of the Required Revolving Lenders or the Required Term Loan Lenders, the Collateral Agent shall, upon and after the delivery to the Collateral Agent of written direction of the Required Secured Parties to undertake Enforcement pursuant to Section 2.2(a) hereof, proceed to protect and enforce rights or remedies granted under the Security Instruments as so directed, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in the Security Instruments, or to enforce any other legal or equitable right or remedy provided therein. (b) All Distributions received by the Collateral Agent shall be applied in accordance with Section 3.4(b) below.
Sample 1
Enforcement With Respect to Collateral. Each and every Secured Creditor shall have the right to deliver a Default Notice (which specifies the relevant Debt Document) to the Collateral Agent to the extent an Alternate Major Default or a Major Default, as applicable, shall have occurred. The Collateral Agent shall promptly (but within no more than 2 Business Days) deliver such Default Notice to each party to the relevant Debt Document. Upon and after the delivery to the Collateral Agent of (i) a Default Notice by any Secured Creditor permitted herein to deliver such notice and (ii) an Enforcement Directive from the Directing Creditors permitted herein to deliver such directive, the Collateral Agent shall undertake Enforcement pursuant to this Section 11(a), and proceed to protect and enforce rights or remedies granted under the Security Instruments as directed in the Enforcement Directive, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in the Security Instruments, or to enforce any other legal or equitable right or remedy provided herein or therein. Each Secured Creditor that is a party hereto hereby agrees that it shall not take any action of Enforcement in respect of or affecting any Collateral except through the delivery of an Enforcement Directive from the Directing Creditors permitted herein to deliver such directive to the Collateral Agent. Notwithstanding anything herein to the contrary, with respect to (x) a Dallas P. Price bankruptcy, only the Required Purchasers shall have the right to deliver a Default Notice, (y) the Pledged Collateral, the Alternate Pledge Collateral, the Price Pledge Agreement, the Dallas P. Price Pledge, the Dallas P. Price Guaranty, and the David G. Price Control Agreement for the sole benefit of the Xxxxxxxxxx, xxly the Required Purchasers shall have the right to deliver an Enforcement Directive and (z) the Bank Alternate Pledge Collateral and David G. Price Control Agreement for the sole benefit of the Xxxx, xxxx xxx Bank shall have the right to deliver an Enforcement Directive."
Sample 1
Enforcement With Respect to Collateral. Each and every Secured Creditor shall have the right to deliver a Default Notice to the Collateral Agent to the extent a Major Default shall have occurred. Upon and after the delivery to the Collateral Agent of (i) a Default Notice by any Secured Creditor and (ii) an Enforcement Directive from the Directing Creditors, the Collateral Agent shall undertake Enforcement pursuant to this SECTION 11(a), and proceed to protect and enforce rights or remedies granted under the Security Instruments as directed in the Enforcement Directive, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in the Security Instruments, or to enforce any other legal or equitable right or remedy provided herein or therein. Each Secured Creditor that is a party hereto hereby agrees that it shall not take any action of Enforcement in respect of or affecting any Collateral except through the delivery of an Enforcement Directive from the Directing Creditors to the Collateral Agent.
Sample 1
Enforcement With Respect to Collateral. (a) The Required Lenders (as defined in the Bank Credit Agreement) or Required Holders (as defined in the Note Purchase Agreement) shall have the right to deliver a notice to the Collateral Agent to the extent an Event of Default shall have occurred under their respective Secured Documents. Upon and after the delivery to the Collateral Agent of (i) any such notice, and (ii) the written direction of the Requisite Lenders to undertake Enforcement, the Collateral Agent shall proceed to protect and enforce rights or remedies granted hereunder, as so directed, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in any other Secured Document, or to enforce any other legal or equitable right or remedy provided herein or therein. The Collateral Agent shall give written notice to each Lender and each Noteholder as to any such Enforcement it may take under the Secured Documents. Other than actions necessary to prevent the waste, diminution, impairment or loss of any Collateral which could not reasonably be taken through notice or instruction to the Collateral Agent, each Secured Party hereby agrees that it shall not take any action of Enforcement in respect of or effecting Collateral or claims or demands made or notices given hereunder except through the delivery or written instructions by the Requisite Lenders to the Collateral Agent. (b) All payments received by the Collateral Agent consisting of proceeds of any Collateral shall be applied FIRST, to the reasonable expenses incurred by the Collateral Agent in connection with any or all of the retaking, holding, storing, preserving, processing, maintaining, advertising, preparing for or consummating any sale, lease or other disposition of, any Collateral, including trustee's fees and commissions, court costs and reasonable attorney's fees and legal expenses pertaining thereto, SECOND, to each Lender in accordance with such Lender's Share (as defined in Section 22 below) and to each Noteholder in accordance with such Noteholder's Share (as defined in Section 22 below); provided however, amounts allocable to undrawn Letters of Credit shall be distributed to the Contingent Collateral Account, as defined in Section 13, below; and THIRD, any surplus remaining after application as provided for herein, to the Debtors.
Sample 1
Enforcement With Respect to Collateral. Each and every Secured Creditor shall have the right to deliver a Default Notice to the Collateral Agent to the extent an Alternate Major Default with respect to David G. Price or Mountaingate or a Major Default with respect to GEX xx XXX, xx xpplicable shall have occurred. The Collateral Agent shall promptly (but within no more than 2 Business Days) deliver such Default Notice to such Person party to the relevant Debt Document. Upon and after the delivery to the Collateral Agent of (i) a Default Notice by any Secured Creditor and (ii) an Enforcement Directive from the Directing Creditors, the Collateral Agent shall undertake Enforcement pursuant to this SECTION 11(A), and proceed to protect and enforce rights or remedies granted under the Security Instruments as directed in the Enforcement Directive, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in the Security Instruments, or to enforce any other legal or equitable right or remedy provided herein or therein. Each Secured Creditor that is a party hereto hereby agrees that it shall not take any action of Enforcement in respect of or affecting any Collateral except through the delivery of an Enforcement Directive from the Directing Creditors to the Collateral Agent.
Sample 1

Related to Enforcement With Respect to Collateral

  • Rights with respect to Collateral Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

  • Priorities and Agreements With Respect to Shared Collateral Section 2.01.

  • Rights to Collateral (a) The Non-Lender Secured Parties shall not have any right whatsoever to do any of the following: (i) exercise any rights or remedies with respect to the Collateral (such term, as used in this Section 8, having the meaning assigned to it in the Credit Agreement) or to direct the Collateral Agent to do the same, including, without limitation, the right to (A) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (B) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election, notify account debtors or make collections with respect to all or any portion of the Collateral or (C) release any Granting Party under this Agreement or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (ii) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, this Agreement); (iii) vote in any Bankruptcy Case or similar proceeding in respect of Holdings or any of its Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”) with respect to, or take any other actions concerning the Collateral; (iv) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (v) oppose any sale, transfer or other disposition of the Collateral; (vi) object to any debtor-in-possession financing in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (vii) object to the use of cash collateral in respect of the Collateral in any Bankruptcy; or (viii) seek, or object to the Lenders or Agents seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy. (b) Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Collateral Agent and the Lenders, with the consent of the Collateral Agent, may enforce the provisions of the Security Documents and exercise remedies thereunder and under any other Loan Documents (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction. The Non-Lender Secured Parties by their acceptance of the benefits of this Agreement and the other Security Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Case has been commenced, the Non-Lender Secured Parties shall be deemed to have consented to any sale or other disposition of any property, business or assets of Holdings or any of its Subsidiaries and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (c) Notwithstanding any provision of this Subsection 8.1, the Non-Lender Secured Parties shall be entitled subject to each applicable Intercreditor Agreement to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings (A) in order to prevent any Person from seeking to foreclose on the Collateral or supersede the Non-Lender Secured Parties’ claim thereto or (B) in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Non-Lender Secured Parties. Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement, agrees to be bound by and to comply with each applicable Intercreditor Agreement and authorizes the Collateral Agent to enter into the Intercreditor Agreements on its behalf. (d) Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement, agrees that the Collateral Agent and the Lenders may deal with the Collateral, including any exchange, taking or release of Collateral, may change or increase the amount of the Borrower Obligations and/or the Guarantor Obligations, and may release any Granting Party from its Obligations hereunder, all without any liability or obligation (except as may be otherwise expressly provided herein) to the Non-Lender Secured Parties.

  • Agreement with Respect to Safe Deposit Business The Assuming Institution assumes and agrees to discharge, from and after Bank Closing, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to all Safe Deposit Boxes, if any, of the Failed Bank and to maintain all of the necessary facilities for the use of such boxes by the renters thereof during the period for which such boxes have been rented and the rent therefore paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed Bank and the respective renters of such boxes; provided, that the Assuming Institution may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution located in the trade area of the Failed Bank. The Safe Deposit Boxes shall be located and maintained in the trade area of the Failed Bank for a minimum of one year from Bank Closing. The trade area shall be determined by the Receiver. Fees related to the safe deposit business earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Institution.

  • Other Agreements with Respect to Indemnification The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification.

  • Agreement with Respect to Safekeeping Business The Receiver transfers, conveys and delivers to the Assuming Institution and the Assuming Institution accepts all securities and other items, if any, held by the Failed Bank in safekeeping for its customers as of Bank Closing. The Assuming Institution assumes and agrees to honor and discharge, from and after Bank Closing, the duties and obligations of the Failed Bank with respect to such securities and items held in safekeeping. The Assuming Institution shall be entitled to all rights and benefits heretofore accrued or hereafter accruing with respect thereto. The Assuming Institution shall provide to the Receiver written verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after Bank Closing. The assets held for safekeeping by the Failed Bank shall be held and maintained by the Assuming Institution in the trade area of the Failed Bank for a minimum of one year from Bank Closing. At the option of the Assuming Institution, the safekeeping business may be provided at any or all of the Bank Premises, or at other premises within such trade area. The trade area shall be determined by the Receiver. Fees related to the safekeeping business earned prior to the Bank Closing Date shall be for the benefit of the Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Institution.

  • Agreement with Respect to Administration The Assuming Bank shall (and shall cause any of its Affiliates to which the Assuming Bank transfers any Single Family Shared- Loss Loans to) manage, administer, and collect the Single Family Shared-Loss Loans while owned by the Assuming Bank or any Affiliate thereof during the term of this Single Family Shared-Loss Agreement in accordance with the rules set forth in this Article III. The Assuming Bank shall be responsible to the Receiver in the performance of its duties hereunder and shall provide to the Receiver such reports as the Receiver reasonably deems advisable, including but not limited to the reports required by Sections 2.1, 2.2 and 3.3 hereof, and shall permit the Receiver to monitor the Assuming Bank’s performance of its duties hereunder.

  • Action with Respect to Bankruptcy The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Certificateholders (including the Board of Directors (including the Independent Directors, as such term is defined in the Depositor’s Certificate of Incorporation) of the Depositor) and the delivery to the Owner Trustee of a written certification by each Certificateholder that such Certificateholder reasonably believes that the Trust is insolvent.

  • Agreement with Respect to Trust Business (a) The Assuming Institution shall, without further transfer, substitution, act or deed, to the full extent permitted by law, succeed to the rights, obligations, properties, assets, investments, deposits, agreements, and trusts of the Failed Bank under trusts, executorships, administrations, guardianships, and agencies, and other fiduciary or representative capacities, all to the same extent as though the Assuming Institution had assumed the same from the Failed Bank prior to Bank Closing; provided, that any liability based on the misfeasance, malfeasance or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the trust business is not assumed hereunder. (b) The Assuming Institution shall, to the full extent permitted by law, succeed to, and be entitled to take and execute, the appointment to all executorships, trusteeships, guardianships and other fiduciary or representative capacities to which the Failed Bank is or may be named in xxxxx, whenever probated, or to which the Failed Bank is or may be named or appointed by any other instrument. (c) In the event additional proceedings of any kind are necessary to accomplish the transfer of such trust business, the Assuming Institution agrees that, at its own expense, it will take whatever action is necessary to accomplish such transfer. The Receiver agrees to use reasonable efforts to assist the Assuming Institution in accomplishing such transfer. (d) The Assuming Institution shall provide to the Receiver written verification of the assets held in connection with the Failed Bank's trust business within sixty (60) days after Bank Closing.

  • Agreement with Respect to Credit Card Business The Assuming Bank agrees to honor and perform, from and after Bank Closing, all duties and obligations with respect to the Failed Bank's credit card business, and/or processing related to credit cards, if any, and assumes all outstanding extensions of credit with respect thereto.

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