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:
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.
Remedies Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the rights and remedies of the Administrative Agent with respect to the Company and the Collateral shall include (without limitation of the other rights and remedies available to the Administrative Agent or any Secured Party under the Credit Agreement or otherwise available to it) (i) the right to collect all amounts payable under the Pledged Bonds or any other Collateral for the benefit of the Secured Parties and hold it for their benefit or apply it to the Obligations, (ii) the right to attend or be represented by proxy at any meeting of bondholders under the Indenture, (iii) the right to vote the Pledged Bonds in accordance with the terms of the Indenture at the written direction of the Majority Banks, (iv) the right to issue consents and waivers with respect to the Pledged Bonds at the written direction of the Majority Banks, (v) the right to issue any and all instructions and requests for action to the Trustee that are permitted to a bondholder under the Indenture at the written direction of the Majority Banks, and (vi) the right to exercise all other rights and remedies of a "holder" of a Pledged Bond under the Indenture.
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) 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. (a) The LuxCo Collateral Agent, upon receipt of, and in accordance with, the written instructions of the U.S. Collateral Agent in accordance with this Agreement, shall have the right to enforce rights, exercise remedies and make determinations regarding the release, disposition, or restrictions with respect to the Collateral under the LuxCo Security Documents, may enforce the provisions of the Loan Documents to which the LuxCo Collateral Agent is a party and exercise remedies thereunder, all in such order and in such manner as the U.S. Collateral Agent, at the direction of the Lenders pursuant to this Agreement, may determine. Such exercise and enforcement shall include the rights of the LuxCo Collateral Agent (1) to sell or otherwise dispose of Collateral upon foreclosure, (2) to incur expenses in connection with such sale or disposition, (3) to exercise all the rights and remedies of a secured creditor under the Loan Documents to which the LuxCo Collateral Agent is a party, and of a secured creditor under the applicable law; provided that, unless and until the LuxCo Collateral Agent shall have received such written direction, the LuxCo Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, in order to preserve or protect its security interest on the Collateral under the LuxCo Security Documents and to preserve the value of the Collateral, with respect to any Event of Default as it shall deem advisable in the best interests of the Lenders.
Remedies Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the rights and remedies of the Collateral Agent with respect to the Company and the Collateral shall include (without limitation of the other rights and remedies available to the Collateral Agent or any Secured Party under the Credit Agreement, the Indenture, each other Credit Document or otherwise available to it under applicable law) (i) the right to collect all amounts payable under the Pledged Bonds or any other Collateral for the benefit of the Secured Parties and hold it for their benefit or apply it to the Obligations, (ii) the right to attend or be represented by proxy at any meeting of bondholders under the Indenture without regard to Section 3(b) hereof, (iii) the right to vote the Pledged Bonds in accordance with the terms of the Indenture without regard to Section 3(b) hereof, (iv) the right to issue consents and waivers with respect to the Pledged Bonds without regard to Section 3(b) hereof, (v) the right to issue any and all instructions and requests for action to the Trustee that are permitted to a bondholder under the Indenture without regard to Section 3(b) hereof, and (vi) the right to exercise all other rights and remedies of a registered "holder" of a Pledged Bond under the Indenture without regard to Section 3(b) hereof.
Remedies Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default:
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.
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:
