Common use of Remedies Application of Proceeds Clause in Contracts

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 liability for royalties or any other charge, the Company’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or Intellectual Property or any property of a similar nature, whether owned by the Company or with respect to which the Company has rights under license, sublicense, or other agreement, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any collateral, and the Company’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent. c. The Collateral Agent may, in addition to other rights and remedies provided for herein, in the Amendment Agreement or the other Transaction Documents, or otherwise available to it under Applicable Law and without the requirement of notice to or upon the Company or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the UCC or any other Applicable Law), (i) with respect to any of the Company’s Deposit Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-104 of the UCC, instruct the bank maintaining such Deposit Account for the Company to pay the balance of such deposit Account to or for the benefit of the Collateral Agent, and (ii) with respect to any of the Company’s Securities Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-106 of the UCC, instruct the securities intermediary maintaining such Securities Account for the Company to (A) transfer any cash in such Securities Account to or for the benefit of the Collateral Agent, or (B) liquidate any financial assets in such Securities Account that customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Collateral Agent.

Remedies Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default: a. (a) The Collateral Administrative Agent may, and at the instruction of the Required Purchasers shall, exercise in respect of the Collateralshall have, in addition to any other rights given under this Pledge Agreement or by law, all other of the rights and remedies granted with respect to it under this Agreement, the Amendment Agreement, the other Transaction Documents or otherwise available to it, all rights and remedies Pledged Collateral of a secured party under the UCC or other Applicable LawUniform Commercial Code as in effect in the State of New York. Without limiting In addition, upon the generality occurrence and during the continuation of an Event of Default set forth in Section 11.01(a) of the foregoingCredit Agreement or upon acceleration of the Obligations, the Company expressly agrees thatAdministrative 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 Administrative Agent or which the Administrative Agent shall otherwise have the ability to transfer under applicable law, the Administrative Agent may, in any such eventits sole discretion, 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, after the occurrence and during the continuation of an Event of Default set forth in Section 11.01(a) of the Credit Agreement or upon acceleration of the Obligations, sell or cause the Collateral same to be sold at any exchange, broker's board or any part thereof in one or more parcels at public or private sale, in one or more sales or lots, at such price as the Administrative Agent may 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. The Administrative Agent, any Lender, any Issuing Bank, the European Administrative Agent and the Syndication Agent may, in its own name, or in the name of a designee or nominee, buy such Pledged Collateral at any public sale and, if permitted by applicable law, buy such Pledged Collateral at any private sale. In the event of a sale of any Collateral, or any part thereof, to a Lender, an Issuing Bank, the European Administrative Agent, the Syndication Agent or the Administrative Agent upon the occurrence and during the continuation of an Event of Default set forth in Section 11.01(a) of the Credit Agreement or upon acceleration of the Obligations, such Lender, such Issuing Bank, the European Administrative Agent, the Syndication Agent or the Administrative Agent, as the case may be, 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 Administrative Agent all reasonable expenses (including, without limitation, court costs and reasonable attorneys' expenses) of, or incidental to, the enforcement of 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 reasonableprovisions hereof. The Company Administrative Agent agrees thatto 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 extent Administrative Agent will give the Pledgor reasonable 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 thereof, or of the time after which any private sale or other intended disposition is to be made made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall constitute be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, the Pledgor agrees that any requirements of reasonable notification and specifically notice shall be met if such notice shall constitute a reasonable “authenticated notification of disposition” within is received by the meaning of Pledgor as provided in Section 9-611 20 below at least ten (10) Business Days before the time of the UCCsale or disposition; provided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances. The Collateral Agent shall not be obligated Any other requirement of notice, demand or advertisement for sale is waived, to make any the extent permitted by law. (c) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral regardless may be effected after the occurrence and during the continuation of notice an Event of sale having been given. The Collateral Default set forth in Section 11.01(a) of the Credit Agreement or upon acceleration of the Obligations, the Pledgor agrees that upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may adjourn any public or private sale may, from time to time by announcement at the time and place fixed therefortime, and such sale may, without further notice, be made at the time and place attempt to which it was so adjourned. b. The Collateral Agent is hereby granted a license or other right to use, without liability for royalties sell all or any other chargepart of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Company’s labelsAdministrative Agent may solicit offers to buy the Pledged Collateral, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or Intellectual Property or any property part of it, from a similar nature, whether owned limited number of investors deemed by the Company or with respect to which the Company has rights under license, sublicense, or other agreement, as it pertains to the CollateralAdministrative Agent, in preparing for saleits reasonable judgment, advertising for sale and selling any collateralto be financially responsible parties who might be interested in purchasing the Pledged Collateral. If the Administrative Agent solicits such offers from not less than four (4) such investors, and then the Company’s rights under all licenses and all franchise agreements shall inure to acceptance by the benefit Administrative Agent of the Collateral Agent. c. The Collateral highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of such Pledged Collateral; provided, however, that this Section does not impose a requirement that the Administrative Agent may, solicit offers from four or more investors in addition to other rights and remedies provided for herein, in the Amendment Agreement or the other Transaction Documents, or otherwise available to it under Applicable Law and without the requirement of notice to or upon the Company or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the UCC or any other Applicable Law), (i) with respect to any of the Company’s Deposit Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-104 of the UCC, instruct the bank maintaining such Deposit Account order for the Company sale to pay the balance of such deposit Account to or for the benefit of the Collateral Agent, and (ii) with respect to any of the Company’s Securities Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-106 of the UCC, instruct the securities intermediary maintaining such Securities Account for the Company to (A) transfer any cash in such Securities Account to or for the benefit of the Collateral Agent, or (B) liquidate any financial assets in such Securities Account that customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Collateral Agentbe commercially reasonable.

Remedies Application of Proceeds. Upon (a) Subject to the occurrence restrictions set forth in the Collateral Agency Agreement among Hexcel Corporation and during the continuance of an Event of Default: a. The Agents, the Collateral Agent may, and at the instruction of the Required Purchasers shall, exercise in respect of the Collateralshall have, in addition to any other rights given under this Pledge Agreement or by law, all other of the rights and remedies granted with respect to it under this Agreement, the Amendment Agreement, the other Transaction Documents or otherwise available to it, all rights and remedies Pledged Collateral of a secured party under the UCC or other Applicable LawUniform Commercial Code as in effect in the State of New York. Without limiting In addition, upon the generality occurrence and during the continuation of an Event of Default set forth in SECTION 12(a) of the foregoingCredit Agreement or upon acceleration of the Obligations, the Company expressly agrees that, Administrative 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 any such eventor 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 without demand of performance or other demandmay, 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 demandsin its sole discretion, 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, after the occurrence and during the continuation of an Event of Default set forth in SECTION 12(a) of the Credit Agreement or upon acceleration of the Obligations of the Borrowers, sell or cause the Collateral same to be sold at any exchange, broker's board or any part thereof in one or more parcels at public or private sale, in one or more sales or lots, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms price as the Collateral Agent may deem commercially reasonablebest, 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. The Company agrees thatAgents and any Lender may, in its own name, or in the name of a designee or nominee, buy such Pledged Collateral at any public sale and, if permitted by applicable law, buy such Pledged Collateral at any private sale. In the event of a sale of any Collateral, or any part thereof, to a Lender or the extent notice Agents upon the occurrence and during the continuation of sale an Event of Default set forth in SECTION 12(a) of the Credit Agreement or upon acceleration of the Obligations, such Lender or the Agents, as the case may be, shall not deduct or offset from any part of the purchase price to be required paid therefor any indebtedness owing to it by law, at least 10 days’ notice the Pledgor. The Pledgor will pay to the Company Agents all reasonable expenses (including, without limitation, court costs and reasonable attorneys' 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 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 Collateral Agent will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall constitute be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, the Pledgor agrees that any requirements of reasonable notification and specifically notice shall be met if such notice shall constitute a reasonable “authenticated notification of disposition” within is received by the meaning of Section 9-611 Pledgor as provided in SECTION 20 below at least ten (10) Business Days before the time 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 or disposition; PROVIDED, HOWEVER, that the Collateral Agent may adjourn give any public or private sale from time to time by announcement at shorter notice that is commercially reasonable under the time and place fixed therefor, and such sale may, without further circumstances. Any other requirement of notice, be made at demand or advertisement for sale is waived, to the time and place to which it was so adjournedextent permitted by law. b. The (c) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral Agent is hereby granted a license may be effected after the occurrence and during the continuation of an Event of Default set forth in SECTION 12(a) of the Credit Agreement or other right to use, without liability for royalties or any other chargeupon acceleration of the Obligations of the Borrowers, the Company’s labelsPledgor agrees that upon the occurrence and during the continuation of an Event of Default, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or Intellectual Property or any property of a similar nature, whether owned by the Company or with respect to which the Company has rights under license, sublicense, or other agreement, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any collateral, and the Company’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent. c. The Collateral Agent may, in addition from time to other rights time, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and remedies provided prospective purchasers to those who are qualified and will represent and agree that they are purchasing for hereininvestment only and not for distribution. In so doing, in the Amendment Agreement or Collateral Agent may solicit offers to buy the other Transaction DocumentsPledged Collateral, or otherwise available to it under Applicable Law and without the requirement any part of notice to or upon the Company or any other Person (which notice is hereby expressly waived to the maximum extent permitted it, from a limited number of investors deemed by the UCC or any other Applicable Law), (i) with respect to any of the Company’s Deposit Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-104 of the UCC, instruct the bank maintaining such Deposit Account for the Company to pay the balance of such deposit Account to or for the benefit of the Collateral Agent, and in its reasonable judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral. If the Collateral Agent solicits such offers from not less than four (ii4) with respect to any such investors, then the acceptance by the Collateral Agent of the Company’s Securities Accounts in which highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of such Pledged Collateral; PROVIDED, HOWEVER, that this Section does not impose a requirement that the Collateral Agent’s Liens are perfected by control under Section 9-106 of the UCC, instruct the securities intermediary maintaining such Securities Account Agent solicit offers from four or more investors in order for the Company sale to (A) transfer any cash in such Securities Account to or for the benefit of the Collateral Agent, or (B) liquidate any financial assets in such Securities Account that customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Collateral Agentbe commercially reasonable.

Remedies Application of Proceeds. Upon 12.1 The Bank may, upon the occurrence and during the continuance of an Event of Default, exercise any one or more of the following rights and remedies: a. The Collateral Agent may12.1.1 If the Commitment or any portion thereof has not yet been advanced, and at declare the instruction obligations of the Required Purchasers shallBank to honor the Commitment immediately terminated, exercise in respect whereupon the obligation of the CollateralBank to make Advances and issue any Letters of Credit shall terminate immediately; 12.1.2 Declare the Note and all Obligations to be forthwith due and payable, in addition to whereupon all other rights such Obligations shall be accelerated and remedies granted to it under this Agreementshall become immediately due and payable without presentation, 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 to the Borrowers (all of which are hereby waived by the Borrowers), except that if an Event of Default specified in Section 11.7 or 11.8 shall occur with respect to any or all Borrowers, such acceleration shall be automatic and no declaration or other act of any of the notice specified below Bank shall be necessary to effect such acceleration; 12.1.3 Proceed to protect and enforce the rights of time the Bank to payment of the Obligations and place its rights to proceed against the Collateral and exercise its remedies whether by suit in equity or by action at law, or both, whether for the specific performance of public any covenant, agreement or private sale) to or upon other provision of any of the Company Loan Documents or any other Person legal or equitable right or remedy of the Bank; 12.1.4 At any time or from time to time, without notice to the Borrowers (all and each of which demands, advertisements and notices are any such notice being hereby expressly waived to the maximum extent permitted waived), set off and appropriate and apply any and all monies, securities, instruments and deposits (general or special, including, but not limited to, any indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the UCC and other Applicable Law), may take immediate possession Bank to or for the credit or the account of all or any portion of the Collateral andBorrowers against and/or on account of the Obligations, irrespective of whether or not (i) require the Company toBank shall have made any demand hereunder, or (ii) the Bank shall have declared the Obligations to be due and the Company hereby agrees that it will at its own expense payable and upon request although any of the Collateral Agent forthwithObligations may be contingent or unmatured. The Borrowers hereby grant to the Bank a security interest in and lien upon all such monies, assemble all securities, instruments and deposits. No security interest, lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of the Collateral as directed Bank, or by any neglect to exercise such right of setoff or to enforce such a lien, or by any delay in so doing, and every right of setoff shall continue in full force and effect until such right of setoff is specifically waived or released by an instrument in writing executed by the Collateral Agent and make it available Bank; 12.1.5 In addition to those actions that may otherwise be permitted to be taken by 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 Bank under any of the Collateral Agent’s offices or elsewhereLoan Documents, 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 liability for royalties or any other charge, the Company’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or Intellectual Property or any property of a similar nature, whether owned by the Company or with respect to which the Company has rights under license, sublicense, or other agreement, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any collateral, and take the Company’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent. c. The Collateral Agent may, in addition to other rights and remedies provided for herein, in the Amendment Agreement or the other Transaction Documents, or otherwise available to it under Applicable Law and without the requirement of notice to or upon the Company or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the UCC or any other Applicable Law), (i) with respect to any of the Company’s Deposit Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-104 of the UCC, instruct the bank maintaining such Deposit Account for the Company to pay the balance of such deposit Account to or for the benefit of the Collateral Agent, and (ii) with respect to any of the Company’s Securities Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-106 of the UCC, instruct the securities intermediary maintaining such Securities Account for the Company to (A) transfer any cash in such Securities Account to or for the benefit of the Collateral Agent, or (B) liquidate any financial assets in such Securities Account that customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Collateral Agent.following actions: