Termination Events; Remedies. (a) If a Termination Event has ---------------------------- occurred and is continuing, then, and in any such event, (A) if such Termination Event is one, only with respect to the Borrower, specified in clause (v) of the definition of Termination Event, the commitments of the APA Banks to the Borrower shall automatically terminate and the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (B) in the case of any other Termination Event, the Administrative Agent shall, at the direction of the Required Lending Groups, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) declare the commitments of the APA Banks to the Borrower to be terminated, and thereupon the obligations of the APA Banks to make Fundings to the Borrower shall terminate immediately, and (ii) declare the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) to be due and payable, and thereupon such amounts shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In any of such events, the Administrative Agent shall, at the direction of the Required Lending Groups, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Required Lending Groups to collect and satisfy all Secured Obligations (including, but not limited to, foreclosure upon the Collateral and sale or securitization of the Collateral and all other rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Basic Agreements. In addition to all other rights and remedies granted to the Administrative Agent for the benefit of the Secured Parties by this Agreement, the other Basic Agreements, the UCC and other applicable law, rules, or regulations, the Administrative Agent may with the consent of the Required Lending Groups, and shall upon the request of the Required Lending Groups, upon the occurrence and during the continuance of any such Termination Event, exercise any one or more of the following rights and remedies: (i) foreclose upon or otherwise enforce the security interests in any or all Collateral in any manner permitted by applicable law, rules, or regulations or in this Agreement; (ii) notify any or all Obligors to make payments with respect to Receivables directly to the Administrative Agent for the benefit of the Secured Parties; (iii) sell or otherwise dispose of any or all Collateral at one or more public or private sales, for cash or credit or future delivery, on such terms and in such manner as the Required Lending Groups may determine; (iv) require the Borrower to assemble the Collateral and make it available to the Administrative Agent at a place to be designated by the Administrative Agent; (v) enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and (vi) enforce any rights of the Borrower under any Receivable or other agreement to the extent the Required Lending Groups deems appropriate. In furtherance of the Administrative Agent's rights hereunder, the Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties an irrevocable, non-exclusive license (exercisable without royalty or other payment by the Administrative Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which the Borrower now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored. Notwithstanding the foregoing, the Administrative Agent shall not be entitled to take any action and the Required Lending Groups shall not be entitled to give any direction with respect to the Collateral, except to the extent provided herein and in the Sale and Servicing Agreement or the other Basic Agreements. (b) In the event of any sale, collection, conversion or other disposition into cash of the Collateral, or any part thereof, after deducting any actual costs and expenses incurred in connection with any such disposition, the Administrative Agent shall deposit the proceeds thereof into the Collection Account for distribution on the next succeeding Distribution Date in accordance with the priorities set forth in Section 6.8
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Samples: Security and Funding Agreement (Americredit Corp), Security and Funding Agreement (Americredit Corp)
Termination Events; Remedies. (a) If a Termination Event has ---------------------------- occurred and is continuing, then, and in any such event, (A) if such Termination Event is one, only with respect to the Borrower, specified in clause (vw) of the definition of Termination Event, the commitments of the APA Banks to the Borrower shall automatically terminate and the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (B) in the case of any other Termination Event, the Administrative Agent shall, at the direction of the Required Lending Groups, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) declare the commitments of the APA Banks to the Borrower to be terminated, and thereupon the obligations of the APA Banks to make Fundings to the Borrower shall terminate immediately, and (ii) declare the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) to be due and payable, and thereupon such amounts shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In any of such events, the Administrative Agent shall, at the direction of the Required Lending Groups, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Required Lending Groups to collect and satisfy all Secured Obligations (including, but not limited to, foreclosure upon the Collateral and sale or securitization of the Collateral and all other rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Basic Agreements. In addition to all other rights and remedies granted to the Administrative Agent for the benefit of the Secured Parties by this Agreement, the other Basic Agreements, the UCC and other applicable law, rules, or regulations, the Administrative Agent may with the consent of the Required Lending Groups, and shall upon the request of the Required Lending Groups, upon the occurrence and during the continuance of any such Termination Event, exercise any one or more of the following rights and remedies: (i) foreclose upon or otherwise enforce the security interests in any or all Collateral in any manner permitted by applicable law, rules, or regulations or in this Agreement; (ii) notify any or all Obligors to make payments with respect to Receivables directly to the Administrative Agent for the benefit of the Secured Parties; (iii) sell or otherwise dispose of any or all Collateral at one or more public or private sales, for cash or credit or future delivery, on such terms and in such manner as the Required Lending Groups may determine; (iv) require the Borrower to assemble the Collateral and make it available to the Administrative Agent at a place to be designated by the Administrative Agent; (v) enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and (vi) enforce any rights of the Borrower under any Receivable or other agreement to the extent the Required Lending Groups deems appropriate. In furtherance of the Administrative Agent's rights hereunder, the Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties an irrevocable, non-exclusive license (exercisable without royalty or other payment by the Administrative Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which the Borrower now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored. The Borrower hereby agrees that ten (10) days' notice of any intended sale or disposition of any Collateral is reasonable. Notwithstanding the foregoing, the Administrative Agent shall not be entitled to take any action and the Required Lending Groups shall not be entitled to give any direction with respect to the Collateral, except to the extent provided herein and in the Sale and Servicing Agreement or the other Basic Agreements.
(b1) In the event of any sale, collection, conversion or other disposition into cash of the Collateral, or any part thereof, after deducting any actual costs and expenses incurred in connection with any such disposition, the Administrative Agent shall deposit the proceeds thereof into the Collection Account for distribution on the next succeeding Distribution Date in accordance with the priorities set forth in Section 6.86.8 of the Sale and Servicing Agreement.
(2) The Administrative Agent on behalf of the Secured Parties shall be entitled to obtain from the Borrower all records and documentation in the possession of the Borrower pertaining to any Collateral. Upon consummation of any sale pursuant to this Section 6.1, the Required Lending Groups, or the Administrative Agent acting on behalf of and at the direction of the Required Lending Groups, shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof, free and clear of any Lien, the Collateral, or any portion thereof or any interest therein, so sold. Each purchaser at any such sale shall hold the property purchased by it absolutely free and clear from any claim or right on the part of the Secured Parties or the Borrower; and the Borrower hereby irrevocably waives all rights of redemption, stay, marshalling of assets or appraisal that it now has or may at any time in the future have under applicable law or statute now existing or hereafter enacted.
(3) In addition to the remedies granted in this Agreement and the other Basic Agreements, if a Termination Event has occurred and is continuing, the Administrative Agent shall, at the direction of the Required Lending Groups, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Required Lending Groups to collect the amounts then due and thereafter to become due under this Agreement and any of the other Basic Agreements (including but not limited to, all rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Basic Agreements, including the exercise of the following powers with respect to the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, securitize, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Administrative Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with respect thereto. All proceeds of any portion of the Collateral liquidated pursuant to this Section 6.1 shall be applied as set forth in subsection (b) above.
(4) The Administrative Agent and the Required Lending Groups, as the case may be, may exercise the powers and rights granted by this Section 6.1, without notice or demand to the Borrower except as provided in (a) above.
(5) In addition to other remedies granted in this Agreement and the other Basic Agreements, if a Termination Event has occurred and is continuing, the Borrower, at the direction of the Administrative Agent (acting at the direction of the Required Lending Groups) or the Required Lending Groups, shall at its own expense (or shall cause the Servicer at its own expense pursuant to section 5.5 of the Sale and Servicing Agreement) promptly take all additional steps, if any, as are necessary to create and maintain perfection of the security interest in the Financed Vehicle related to each Receivable (and the proceeds of such Financed Vehicle) on behalf of the Borrower and to create and maintain perfection of the security interest in the Borrower's security interest in the Financed Vehicle related to each Receivable (and the proceeds of such Financed Vehicle) on behalf of the Administrative Agent, for the benefit of the Secured Parties, including, if required by applicable law, having a notation of the Borrower's and/or the Administrative Agent's respective security interests recorded on such Financed Vehicle's certificate of title.
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Termination Events; Remedies. (a) If a Termination Event has ---------------------------- occurred and is continuing, then, and in any such event, (A) if such Termination Event is one, only with respect to the Borrower, specified in clause (v) of the definition of Termination Event, the commitments of the APA Banks to the Borrower shall automatically terminate and the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (B) in the case of any other Termination Event, the Administrative Agent shall, at the direction of the Required Lending Groups, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) declare the commitments of the APA Banks to the Borrower to be terminated, and thereupon the obligations of the APA Banks to make Fundings to the Borrower shall terminate immediately, and (ii) declare the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) to be due and payable, and thereupon such amounts shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In any of such events, the Administrative Agent shall, at the direction of the Required Lending Groups, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Required Lending Groups to collect and satisfy all Secured Obligations (including, but not limited to, foreclosure upon the Collateral and sale or securitization of the Collateral and all other rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Basic Agreements. In addition to all other rights and remedies granted to the Administrative Agent for the benefit of the Secured Parties by this Agreement, the other Basic Agreements, the UCC and other applicable law, rules, or regulations, the Administrative Agent may with the consent of the Required Lending Groups, and shall upon the request of the Required Lending Groups, upon the occurrence and during the continuance of any such Termination Event, exercise any one or more of the following rights and remedies: (i) foreclose upon or otherwise enforce the security interests in any or all Collateral in any manner permitted by applicable law, rules, or regulations or in this Agreement; (ii) notify any or all Obligors to make payments with respect to Receivables directly to the Administrative Agent for the benefit of the Secured Parties; (iii) sell or otherwise dispose of any or all Collateral at one or more public or private sales, for cash or credit or future delivery, on such terms and in such manner as the Required Lending Groups may determine; (iv) require the Borrower to assemble the Collateral and make it available to the Administrative Agent at a place to be designated by the Administrative Agent; (v) enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and (vi) enforce any rights of the Borrower under any Receivable or other agreement to the extent the Required Lending Groups deems appropriate. In furtherance of the Administrative Agent's rights hereunder, the Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties an irrevocable, non-exclusive license (exercisable without royalty or other payment by the Administrative Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which the Borrower now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored. Notwithstanding the foregoing, the Administrative Agent shall not be entitled to take any action and the Required Lending Groups shall not be entitled to give any direction with respect to the Collateral, except to the extent provided herein and in the Sale and Servicing Agreement or the other Basic Agreements.
(b) In the event of any sale, collection, conversion or other disposition into cash of the Collateral, or any part thereof, after deducting any actual costs and expenses incurred in connection with any such disposition, the Administrative Agent shall deposit the proceeds thereof into the Collection Account for distribution on the next succeeding Distribution Date in accordance with the priorities set forth in Section 6.8
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Termination Events; Remedies. (a) If a Termination Event ---------------------------- has ---------------------------- occurred and is continuing, then, and in any such event, (A) if such Termination Event is one, only with respect to the Borrower, specified in clause (v) of the definition of Termination Event, the commitments of the APA Banks to the Borrower shall automatically terminate and the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (B) in the case of any other Termination Event, the Administrative Agent shall, at the direction of the Required Lending GroupsAPA Banks, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) declare the commitments of the APA Banks to the Borrower to be terminated, and thereupon the obligations of the APA Banks to make Fundings to the Borrower shall terminate immediately, and (ii) declare the VFN Balance (together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued under and in connection with the Basic Agreements) to be due and payable, and thereupon such amounts shall be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In any of such events, the Administrative Agent shall, at the direction of the Required Lending GroupsAPA Banks, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Required Lending Groups APA Banks to collect and satisfy all Secured Obligations (including, but not limited to, foreclosure upon the Collateral and sale or securitization of the Collateral and all other rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Basic Agreements. In addition to all other rights and remedies granted to the Administrative Agent for the benefit of the Secured Parties by this Agreement, the other Basic Agreements, the Relevant UCC and other applicable law, rules, or regulations, the Administrative Agent may with the consent of the Required Lending GroupsAPA Banks, and shall upon the request of the Required Lending GroupsAPA Banks, upon the occurrence and during the continuance of any such Termination Event, exercise any one or more of the following rights and remedies: (i) foreclose upon or otherwise enforce the security interests in any or all Collateral in any manner permitted by applicable law, rules, or regulations or in this Agreement; (ii) notify any or all Obligors to make payments with respect to Receivables directly to the Administrative Agent for the benefit of the Secured Parties; (iii) sell or otherwise dispose of any or all Collateral at one or more public or private sales, for cash or credit or future delivery, on such terms and in such manner as the Required Lending Groups APA Banks may determine; (iv) require the Borrower to assemble the Collateral and make it available to the Administrative Agent at a place to be designated by the Administrative Agent; (v) enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and (vi) enforce any rights of the Borrower under any Receivable or other agreement to the extent the Required Lending Groups deems APA Banks deem appropriate. In furtherance of the Administrative Agent's rights hereunder, the Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties an irrevocable, non-exclusive license (exercisable without royalty or other payment by the Administrative Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which the Borrower now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored. Notwithstanding the foregoing, the Administrative Agent shall not be entitled to take any action and the Required Lending Groups APA Banks shall not be entitled to give any direction with respect to the Collateral, except to the extent provided herein and in the Sale and Servicing Agreement or the other Basic Agreements.
(b) In the event of any sale, collection, conversion or other disposition into cash of the Collateral, or any part thereof, after deducting any actual costs and expenses incurred in connection with any such disposition, the Administrative Agent shall deposit the proceeds thereof into the Collection Account for distribution on the next succeeding Distribution Date in accordance with the priorities set forth in Section 6.8
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