Exercise of Rights to Liquidate Underlying Loans and Collateral. In order to exercise its rights under Section 11.1, the Initial Member or, so long as any Purchase Money Note is outstanding and not fully discharged, the Purchase Money Notes Guarantor shall give notice in writing to the Collateral Agent, the Custodian/Paying Agent and Debtor (with copies thereof to the Initial Member or the Purchase Money Notes Guarantor, as applicable), setting forth the date by which the remaining Underlying Loans, other Collateral or Acquired Property are to be liquidated by the Collateral Agent. Debtor shall, and shall cause the Custodian/Paying Agent to, cooperate and assist the Collateral Agent with any and all aspects of the liquidation of the remaining Underlying Loans, other Collateral and Acquired Property to the extent reasonably requested by the Collateral Agent. In the event Debtor or any Affiliate thereof desires to bid to acquire the remaining Underlying Loans, other Collateral or Acquired Property, then the Collateral Agent shall be entitled to liquidate the remaining Underlying Loans, other Collateral and Acquired Property in its discretion. In the event the Collateral Agent undertakes to liquidate the remaining Underlying Loans, other Collateral or Acquired Property pursuant to this Section 11.2, the proceeds thereof shall be applied on the Distribution Date following any such liquidation in accordance with the priority of payments set forth in Section 5.1 of the Custodial and Paying Agency Agreement and the other terms thereof; provided, however, that, notwithstanding such priority of payments, no portion of such proceeds shall be paid pursuant to Section 5.1(a)(vii) of the Custodial and Paying Agency Agreement until the Secured Obligations have been repaid in full.
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Samples: Security and Guaranty Agreement, Security and Guaranty Agreement by And, Security and Guaranty Agreement
