Remedies Application of Proceeds Sample Clauses

Remedies Application of Proceeds. 7.1 Subject in each instance to Section 2.5.2.5, the Bank may, upon the occurrence of an Event of Default, exercise any one or more of the following rights and remedies: 7.1.1 If the Commitment or any portion thereof has not yet been advanced, declare the obligations of the Bank to honor the Commitment immediately terminated, whereupon the obligation of the Bank to make Advances shall terminate immediately; 7.1.2 Declare all Obligations to be forthwith due and payable, whereupon all such Obligations shall be accelerated and shall become immediately due and payable without presentation, demand or notice of any kind to the Borrower (all of which are hereby waived by the Borrower), except that if an Event of Default specified in Sections 6.5 or 6.6 shall occur such acceleration shall be automatic and no declaration or other act of the Bank shall be necessary to effect such acceleration; 7.1.3 Proceed to protect and enforce the rights of the Bank to payment of the Obligations and its rights to proceed against the Collateral (including, without limitation, exercise in respect of the Collateral all rights and remedies of a secured party under the Code) and exercise its remedies whether by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision of any of the Loan Documents or any other legal or equitable right or remedy of the Bank; 7.1.4 The Bank may exercise all other rights and remedies available at law or in equity (or both) pursuant to any applicable law, statute, rule or regulation, including, without limitation, the right to statutorily foreclose on the Collateral.

Remedies Application of Proceeds. (a) The Collateral Agent shall have, in addition to any other rights given under this Pledge Agreement or by law, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code as in effect in the State of New York. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of the Collateral Agent or which the Collateral Agent shall otherwise have the ability to transfer under applicable law, the Collateral Agent may, in its sole discretion, without notice except as specified below, after the occurrence of an Event of Default, sell or cause the same to be sold at any exchange, broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may reasonably deem best, for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Any Secured Party may, in its own name, or in the name of a designee or nominee, buy the Pledged Collateral at any public sale and, if permitted by applicable law, buy the Pledged Collateral at any private sale. In the event of a sale of any Collateral, or any part thereof, to a Secured Party upon the occurrence and during the continuance of an Event of Default, such Secured Party shall not deduct or offset from any part of the purchase price to be paid therefor any indebtedness owing to it by the Pledgor. The Pledgor will pay to the Collateral Agent all reasonable expenses (including, without limitation, court costs and reasonable attorneys' and paralegals' fees and expenses) of, or incidental to, the enforcement of any of the provisions hereof. The Collateral Agent agrees to distribute any proceeds of the sale of the Pledged Collateral in accordance with the Credit Agreement (including, without limitation, Section 3.02 thereof) and the Pledgor shall remain liable for any deficiency following the sale of the Pledged Collateral. (b) Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Co...

Remedies Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default: a. The Collateral Agent may, and at the instruction of the Required Purchasers shall, exercise in respect of the Collateral, in addition to all other rights and remedies granted to it under this Agreement, the Amendment Agreement, the other Transaction Documents or otherwise available to it, all rights and remedies of a secured party under the UCC or other Applicable Law. Without limiting the generality of the foregoing, the Company expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other Applicable Law), may take immediate possession of all or any portion of the Collateral and, (i) require the Company to, and the Company hereby agrees that it will at its own expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where the Company regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company 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 and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of 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. b. The Collateral Agent is hereby granted a license or other right to use, without liab...

Remedies Application of Proceeds. Once the sale is concluded, all proceeds thereof shall be transferred to the Administrative Agent’s Account in accordance with Section 4.09 of the Security Agreement. If the proceeds of the sale, are higher than the Amount Payable, then the Collateral Agent shall deliver an amount equal to such Amount Payable to the Secured Parties to be applied to the satisfaction of the entire Amount Payable, and shall deposit the remaining amount in the account indicated in writing by the Pledgor provided, however, that in no event shall the Pledgor be entitled to any such amounts if the Secured Obligations then owing to the Collateral Agent and the Secured Parties have not been paid in full.

Remedies Application of Proceeds. (a) Upon the occurrence and during the continuation of an Event of Default and at any time thereafter during the continuation of such Event of Default Lender shall, by notice to Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitment; (ii) declare the Term Loan then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Term Loan so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iii) exercise the rights and remedies under the Security Documents; (iv) without any obligation to do so, make disbursements of the Term Loan to or on behalf of Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Project Contracts (provided that access to the Project is pursuant to the Site Agreement) as Lender, in its sole discretion, may consider necessary or appropriate, whether to preserve and protect the Collateral or Lender’s interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the rate provided in the second sentence of Section 2.6, shall be repaid by Borrower to Lender on demand and shall be secured by the Loan Documents; (v) exercise all other rights and remedies available to a secured creditor under the UCC and other applicable Governmental Rules; provided, that, notwithstanding anything contained herein or in any other Loan Document to the contrary, in the case of (A) any event with respect to Borrower described in paragraph (g) or (h) of Section 7.1 or (B) any event described in paragraph (k) of Section 7.1, the Commitment shall automatically terminate, the principal of the Term Loan then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower; (vi) without any obligation to do so,...

Remedies Application of Proceeds. (a) In addition to all other rights and remedies granted to it under this Pledge Agreement, the Dealer Agreement, the Guaranty, and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if Grantor fails to make a payment of the Guaranteed Obligations in accordance with the time table set forth for such payment in the Guaranty (an “Event of Default”), Hyundai may exercise all rights and remedies of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral) and other applicable law. Without limiting the generality of the foregoing, Hyundai shall have such powers of sale and other powers as may be conferred by applicable law. However, Hyundai acknowledges and agrees that its sole recourse against Guarantor for Guarantor’s failure to perform its obligations under the Limited Recourse Continuing Guaranty dated March __ 2007, including Guarantor’s guarantee of the Guaranteed Obligations, is to the Collateral under this Pledge Agreement. With respect to the Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of Hyundai, or which Hyundai shall otherwise have the ability to transfer under applicable law, Hyundai may, in its sole discretion, without notice except as specified below, after the occurrence and continuation of an Event of Default, sell or cause the same to be sold at any exchange, broker’s board, or at public or private sale, in one or more sales or lots, at such price as Hyundai may reasonably deem best, for cash or on credit for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance, or right of any kind whatsoever. (b) Hyundai may, in its own name, or in the name of a designee or nominee, buy the Collateral at any public sale and, if permitted by applicable law, buy the Collateral at any private sale. In the event of a sale of any Collateral, or any part thereof, to Hyundai upon the occurrence and during the continuance of an Event of Default, Hyundai shall not deduct or offset from any part of the purchase price to be paid therefore any indebtedness owing to it by Grantor. (c) Grantor shall be liable for any and all costs and expenses (including court costs, reasonable attorneys’ and paralegals’ fees and expenses, and in-house counsel cos...

Remedies Application of Proceeds. (a) Each Owner shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their Indebtedness) and make determinations regarding the release, disposition, or restrictions with respect to the Security and may enforce the provisions of the Relevant Transaction Documents and exercise remedies thereunder, all in such order and in such manner as each Owner may determine in the exercise of their sole discretion. (b) Regardless of whether any bankruptcy has been commenced by or against any Obligor, any money collected or to be applied by an Owner pursuant to this Agreement and the Transaction Documents (other than monies for its own account), together with any other monies which may then be held by, shall be applied in the order provided in Clause 4.1 below.

Remedies Application of Proceeds. The Offshore Collateral Agent, at the direction of the Administrative Agent (acting at the instruction of the Required Secured Parties) and the Onshore Collateral Agent, at the direction of the Administrative Agent (acting at the instruction of the Required Secured Parties), shall each have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their Indebtedness) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral and may enforce the provisions of the Financing Documents and exercise remedies thereunder including appointing legal counsel and attorneys at law, all in such order and in such manner as the Administrative Agent (acting at the instructions of the Required Secured Parties in the exercise of their sole discretion) may direct. Such exercise and enforcement shall include the rights of the Offshore Collateral Agent and the Trustee to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, to draw upon any Acceptable Letter of Credit, and to exercise all the rights and remedies of a secured creditor under the UCC and the Financing Documents and of a secured creditor under the bankruptcy code of any Government Authority; provided that unless and until the Offshore Collateral Agent and the Onshore Collateral Agent shall have received such direction, the Offshore Collateral Agent and the Onshore Collateral Agent may (but shall not be obligated to) also take such action, or refrain from taking such action, in order to preserve or protect its rights under the Financing Documents, the Liens on the Collateral and to preserve the value of the Collateral, with respect to any Default or Event of Default as it shall deem advisable in the best interests of the Secured Parties.

Remedies Application of Proceeds. 7.1 Subject in each instance to Sections 2.4.3 and 2.5.2.4, Westcorp may, upon the occurrence of an Event of Default, exercise any one or more of the following rights and remedies: 7.1.1 If the Commitment or any portion thereof has not yet been advanced, declare the obligations of Westcorp to honor the Commitment immediately terminated, whereupon the obligation of Westcorp to make Advances shall terminate immediately; 7.1.2 Declare all Obligations to be forthwith due and payable, whereupon all such Obligations shall be accelerated and shall become immediately due and payable without presentation, demand or notice of any kind to the Borrower (all of which are hereby waived by the Borrower), except that if an Event of Default specified in Sections 6.5 or 6.6 shall occur such acceleration shall be automatic and no declaration or other act of Westcorp shall be necessary to effect such acceleration;

Remedies Application of Proceeds. If an Event of Default exists, the Administrative Agent may, or upon the request of the Majority Lenders, shall, proceed to enforce remedies under the Loan Documents. Upon realization of any cash proceeds, all such cash proceeds shall be applied as follows: (a) First, to the pro rata reimbursement of fees (including fees due under Section 2.04), expenses and indemnities provided for in this Agreement or any other Loan Document of the Agents and the Lenders; (b) Second, to accrued and unpaid interest on the Notes; (c) Third, pro rata to principal outstanding on the Notes; (d) Fourth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; (e) Fifth, to repay any other amounts then due and unpaid; and (f) Sixth, any excess shall be paid to the Company or as otherwise required by any Governmental Requirement.