Realization upon Collateral Sample Clauses

Realization upon Collateral. During the continuance of an Event of Default, Administrative Agent, without notice or demand, but subject to any limitations or restrictions imposed by applicable Law, may exercise any Right of a secured party under the Uniform Commercial Code of Texas or any other applicable jurisdiction ("UCC"), this Agreement, any other Loan Papers, or otherwise and also may (i) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, at any of Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent shall give Pledgor reasonable written notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative Agent shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the same may be situated and remove the same therefrom without liability. Upon disposition of Collateral during an Event of Default, Pledgor shall be entitled to any surplus with respect to the Collateral following payment in full of the Obligations a...
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Realization upon Collateral. If the Debtor shall fail to perform any of its obligations under the Note when due (an "Event of Default"), the Secured Party shall have all of the rights of a secured party under the Uniform Commercial Code as in effect in the State of New Jersey (the "UCC"), including, without limitation, the right to sell the Collateral at public or private sale for cash or credit and on such terms as the Secured Party deems reasonable. The Secured Party shall apply the proceeds of any realization on the whole or any part of the Collateral after deducting all of its reasonable expenses and costs incurred in collection and realization (including, without limitation, reasonable counsel's fees and expenses) to the payment of the Debtor's obligations under the Note; the balance, if any, of such proceeds shall be paid to Debtor.
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Realization upon Collateral. If the Debtor shall fail to perform any of its obligations under the Guaranty when due under the terms of the Guaranty (an "Event of Default"), the Secured Parties shall have all of the rights of a secured party under the Uniform Commercial Code as in effect in the State of New York, including, without limitation, the right to sell the Collateral at public or private sale for cash or credit and on such terms as the Secured Parties deem reasonable. The Secured Parties shall, subject to the terms of this Agreement and the Securities Purchase Agreement of even date herewith between the Secured Parties and Flour City International, Inc. (the "Purchase Agreement"), apply the proceeds of any realization on the whole or any part of the Collateral after deducting all of their reasonable expenses and costs incurred in collection and realization (including, without limitation, reasonable counsel's fees and expenses) to the payment of the Debtor's obligations to the Secured Parties under the Guaranty; the balance, if any, of such proceeds shall be paid to Debtor.
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Realization upon Collateral. In the event an "event of default" shall occur under the terms of the Debentures (an "Event of Default"), the Secured Parties shall, subject to the terms of this Agreement and the Securities Purchase Agreement of even date herewith (the "Purchase Agreement"), have all of the rights of a secured party under the Uniform Commercial Code as in effect in the State of New York, including, without limitation, the right to sell the Collateral at public or private sale for cash or credit and on such terms as the Secured Parties deem reasonable. The Secured Parties shall apply the proceeds of any realization on the whole or any part of the Collateral after deducting all of their reasonable expenses and costs incurred in collection and realization (including, without limitation, reasonable counsel's fees and expenses) to the payment of the Debtor's obligations to the Secured Parties under the Debentures; the balance, if any, of such proceeds shall be paid to Debtor.
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Realization upon Collateral. If an Event of Default hereunder shall have occurred and shall remain uncured past any cure period provided by Section 10.5, the Lender, or its agents, may do any or all of the following: (a) sell, or cause the applicable Collateral Agent to sell, to the extent not prohibited by law, in a commercially reasonable manner, the Collateral and all right, title, interest, claim and demand therein, and right of redemption thereof, at one or more public or private sales, as an entirety or otherwise, and at such time and place and upon such terms as the Lender may fix and specify in the notice of sale to be given to the Borrower, or as may be required by law; (b) take any action which is appropriate to enforce the rights and remedies of the Lender under any instrument included in the Collateral, to the extent not prohibited thereby or by law; (c) take all other steps to protect and enforce the rights and remedies of the Lender whether by proceedings (for the specific performance of any provision of the Notes or this Agreement or any other Program Document, or in aid of the exercise of any right or remedy herein granted, or for any foreclosure hereunder or for the enforcement of any other appropriate legal or equitable remedy) or otherwise as the Lender shall deem most effectual to protect and enforce the same; or (d) exercise all of the rights of a secured party under the UCC.
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Related to Realization upon Collateral

  • Realization upon Receivables Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession. In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.

  • Realization Upon Liquidating Receivables The Servicer shall use reasonable efforts, consistent with its customary practices, policies and procedures, to repossess or otherwise comparably convert the ownership or gain control of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle. The Servicer is authorized to follow such customary practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others, which customary practices, policies and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the related Financed Vehicle at public or private sale and the taking of other actions by the Servicer in order to realize upon such a Receivable. The Servicer is hereby authorized to exercise its discretion consistent with its customary practices, policies and procedures and the terms of the Basic Documents, in servicing Liquidating Receivables so as to maximize the net collections of those Liquidating Receivables, including the discretion to choose to sell or not to sell any of the Liquidating Receivables itself on behalf of the Depositor or any other Owner. The Servicer shall not be liable for any such exercise of its discretion made in good faith and in accordance with such servicing procedures. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Liquidating Receivable at such time as the Receivable becomes a Liquidating Receivable (or as may otherwise be provided in the Pooling Agreement and the Further Transfer Agreements).

  • Security Interest in Collateral The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

  • Security Interests in Collateral To secure their Obligations under this Agreement and the other Loan Documents, the Loan Parties shall grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant to the Security Documents.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by Lender, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected (to the extent that Liens on the Collateral can be perfected by the filing of UCC financing statements) Liens on the Collateral in favor of Lender.

  • Limitation on Liens on Collateral Such Grantor shall not create, incur or permit to exist, will defend the Collateral against, and will take such other action as is necessary to remove, any Lien or claim on or to the Collateral, other than Liens permitted pursuant to the Credit Agreement and the other Loan Documents, and will defend the right, title and interest of the Collateral Agent and the other Secured Parties and the other holders of the Secured Obligations in and to any of the Collateral against the claims and demands of all Persons whomsoever.

  • Grant of Security Interest in Collateral As an inducement for the Secured Parties to extend the loans as evidenced by the Debentures and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).

  • Proceeds of Collateral Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

  • Termination upon Liquidation or Repurchase of all Mortgage Loans Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the repurchase by the Servicer of all of the Mortgage Loans (and REO Properties) remaining in either Loan Group at the price (the "Repurchase Price") equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in such Loan Group (other than in respect of REO Property), (ii) accrued interest thereon at the applicable Mortgage Rate, (iii) the appraised value of any REO Property in such Loan Group (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed upon by the Depositor and the Trustee and (iv) any unreimbursed Servicing Fees, Advances and Servicing Advances with respect to the Mortgage Loans in such Loan Group prior to the exercise of such repurchase, together with any unreimbursed Servicing Fees; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James's, living on the date hereof and (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties in a Loan Group pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group, at the time of any such repurchase, aggregating ten percent or less of the aggregate Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date.

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