Common use of Intercreditor Agreement Events of Default, Etc Clause in Contracts

Intercreditor Agreement Events of Default, Etc. Upon the occurrence and during the continuance of an Intercreditor Agreement Event of Default: (a) the Holdings Collateral Agent shall have the rights, benefits, protections under this Agreement as more particularly provided in the Intercreditor Agreement; (b) the Holdings Collateral Agent shall have all of the rights and remedies with respect to the MGE Collateral of a secured party under the Uniform Commercial Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the MGE Collateral as if the Holdings Collateral Agent were the sole and absolute owner thereof (and the Obligor agrees to take all such action as may be appropriate to give effect to such right); (c) the Holdings Collateral Agent may, at the direction of the Required Creditors, in its name or in the name of the Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the MGE Collateral, but shall be under no obligation to do so; and (d) the Holdings Collateral Agent may, with respect to the MGE Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Holdings Collateral Agent, any other Secured Party or any of their respective agents, upon 10 Business Days' prior written notice to the Obligor of the time and place, sell, lease, assign or otherwise dispose of all or any part of such MGE Collateral, at such place or places as the Holdings Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk or liability), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except as provided above and such notice as is required above or by applicable statute that cannot be waived), and upon such other terms as the Holdings Collateral Agent, at the direction of the Required Creditors, may reasonably deem commercially reasonable, and the Holdings Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the MGE Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligor, any such demand, notice and right or equity being hereby expressly waived and released. The Holdings Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other disposition under this Section 4.05 shall be applied in accordance with Section 4.08 hereto. The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Holdings Collateral Agent may be compelled, with respect to any sale of all or any part of the MGE Collateral, to limit purchasers to those who will agree, among other things, to acquire the MGE Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Holdings Collateral Agent than those obtainable through a public sale without such restrictions. The parties hereto agree that any such private sale shall be made in a commercially reasonable manner and that the Holdings Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any MGE Collateral for the period of time necessary to permit Holdings or the issuer thereof to register it for public sale.

Intercreditor Agreement Events of Default, Etc. Upon the occurrence and during the continuance of an Intercreditor Agreement Event of Default: (a) the Holdings Collateral Agent shall have the rights, benefits, benefits and protections under this Agreement as more particularly provided in the Intercreditor Agreement; (b) the Obligor shall, at the request of the Holdings Collateral Agent, assemble the Collateral owned by it at such place or places, reasonably convenient to both the Holdings Collateral Agent and the Obligor, designated in its request; (c) the Holdings Collateral Agent may make any reasonable compromise or settlement at the direction of the Required Creditors deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral at the direction of the Required Creditors; (d) the Holdings Collateral Agent shall have all of the rights and remedies with respect to the MGE Collateral of a secured party under the Uniform Commercial Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the MGE Collateral as if the Holdings Collateral Agent were the sole and absolute owner thereof (and the Obligor agrees to take all such action as may be appropriate to give effect to such right); (ce) the Holdings Collateral Agent may, at the direction of the Required Creditors, in its name or in the name of the Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the MGE Collateral, but shall be under no obligation to do so; and (df) the Holdings Collateral Agent may, with respect to the MGE Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Holdings Collateral Agent, any other Secured Party or any of their respective agents, upon 10 ten (10) Business Days' Days prior written notice to the Obligor of the time and place, sell, lease, assign or otherwise dispose of all or any part of such MGE Collateral, at such place or places as the Holdings Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk or liability), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except as provided above and such notice as is required above or by applicable statute that cannot be waived), and upon such other terms as the Holdings Collateral Agent, at the direction of the Required Creditors, may reasonably deem commercially reasonable, and the Holdings Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the MGE Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligor, any such demand, notice and right or equity being hereby expressly waived and released. The Holdings Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other disposition under this Section 4.05 4.5 shall be applied in accordance with Section 4.08 4.9 hereto. The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Holdings Collateral Agent may be compelled, with respect to any sale of all or any part of the MGE Collateral, to limit purchasers to those who will agree, among other things, to acquire the MGE Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Holdings Collateral Agent than those obtainable through a public sale without such restrictions. The parties hereto agree that any such private sale shall be made in a commercially reasonable manner and that the Holdings Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any MGE Collateral for the period of time necessary to permit Holdings the respective issuer or the issuer issuers thereof to register it for public sale.

Intercreditor Agreement Events of Default, Etc. Upon the occurrence and during the continuance of an Intercreditor Agreement Event of Default: (a) the Holdings Collateral Agent shall have the rights, benefits, benefits and protections under this Agreement as more particularly provided in the Intercreditor Agreement; (b) the Obligor shall, at the request of the Holdings Collateral Agent, assemble the EMOC Collateral owned by it at such place or places, reasonably convenient to both the Holdings Collateral Agent and the Obligor, designated in its request; (c) the Holdings Collateral Agent may make any reasonable compromise or settlement at the direction of the Required Creditors deemed desirable with respect to any of the EMOC Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the EMOC Collateral at the direction of the Required Creditors; (d) the Holdings Collateral Agent shall have all of the rights and remedies with respect to the MGE EMOC Collateral of a secured party under the Uniform Commercial Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the MGE EMOC Collateral as if the Holdings Collateral Agent were the sole and absolute owner thereof (and the Obligor agrees to take all such action as may be appropriate to give effect to such right); (ce) the Holdings Collateral Agent may, at the direction of the Required Creditors, in its name or in the name of the Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the MGE EMOC Collateral, but shall be under no obligation to do so; and (df) the Holdings Collateral Agent may, with respect to the MGE EMOC Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Holdings Collateral Agent, any other Secured Party or any of their respective agents, upon 10 ten (10) Business Days' Days prior written notice to the Obligor of the time and place, sell, lease, assign or otherwise dispose of all or any part of such MGE EMOC Collateral, at such place or places as the Holdings Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk or liability), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except as provided above and such notice as is required above or by applicable statute that cannot be waived), and upon such other terms as the Holdings Collateral Agent, at the direction of the Required Creditors, may reasonably deem commercially reasonable, and the Holdings Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the MGE EMOC Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligor, any such demand, notice and right or equity being hereby expressly waived and released. The Holdings Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other disposition under this Section 4.05 shall be applied in accordance with Section 4.08 4.09 hereto. The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Holdings Collateral Agent may be compelled, with respect to any sale of all or any part of the MGE EMOC Collateral, to limit purchasers to those who will agree, among other things, to acquire the MGE EMOC Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Holdings Collateral Agent than those obtainable through a public sale without such restrictions. The parties hereto agree that any such private sale shall be made in a commercially reasonable manner and that the Holdings Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any MGE EMOC Collateral for the period of time necessary to permit Holdings the respective issuer or the issuer issuers thereof to register it for public sale.

Intercreditor Agreement Events of Default, Etc. Upon the occurrence and during the continuance of an Intercreditor Agreement Event of Default: (a) the Holdings Collateral Agent shall have the rights, benefits, protections under this Agreement as more particularly provided in the Intercreditor Agreement; (b) the Holdings Collateral Agent shall have all of the rights and remedies with respect to the MGE Holdings Pledged Collateral of a secured party under the Uniform Commercial Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the MGE Holdings Pledged Collateral as if the Holdings Collateral Agent were the sole and absolute owner thereof (and the Obligor agrees to take all such action as may be appropriate to give effect to such right); (c) the Holdings Collateral Agent may, at the direction of the Required Creditors, in its name or in the name of the Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the MGE Holdings Pledged Collateral, but shall be under no obligation to do so; and (d) the Holdings Collateral Agent may, with respect to the MGE Holdings Pledged Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Holdings Collateral Agent, any other Secured Party or any of their respective agents, upon 10 ten (10) Business Days' prior written notice to the Obligor of the time and place, sell, lease, assign or otherwise dispose of all or any part of such MGE Collateral, at such place or places as the Holdings Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk or liability), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except as provided above and such notice as is required above or by applicable statute that cannot be waived), and upon such other terms as the Holdings Collateral Agent, at the direction of the Required Creditors, may reasonably deem commercially reasonable, and the Holdings Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the MGE Holdings Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligor, any such demand, notice and right or equity being hereby expressly waived and released. The Holdings Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other disposition under this Section 4.05 shall be applied in accordance with Section 4.08 4.09 hereto. The Obligor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Holdings Collateral Agent may be compelled, with respect to any sale of all or any part of the MGE Holdings Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the MGE Holdings Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligor acknowledges that any such private sales may be at prices and on terms less favorable to the Holdings Collateral Agent than those obtainable through a public sale without such restrictions. The parties hereto agree that any such private sale shall be made in a commercially reasonable manner and that the Holdings Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any MGE Holdings Pledged Collateral for the period of time necessary to permit Holdings Midwest or the issuer thereof to register it for public sale.