Common use of Rights Following Default Clause in Contracts

Rights Following Default. (a) Upon and following a Default, the Secured Parties shall have all rights and remedies with respect to the Collateral afforded by the Uniform Commercial Code, as from time to time in effect in the State of New York (the "Code"), to a secured creditor having a security interest in property to which Article 9 thereof applies. Without limiting the generality of the foregoing, the Secured Parties, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor or any other person or entity (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, upon such terms and conditions as it may deem advisable and at such prices as they may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Pledgor acknowledges that private sales may be made at prices and other terms less favorable to the seller than if such Collateral were sold at public sale, and that the Secured Party has no obligation to delay the sale of any such Collateral for the period of time necessary to permit the Company or Pledgor to register the Collateral for public sale under applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall not be deemed to have been in a commercially unreasonable manner for the sole reason that it is a private sale. The Secured Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Secured Parties shall apply any proceeds from time to time held by either of them and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Secured Parties, to the payment in whole or in part of the Obligations, in such order as the Secured Parties may elect. Only after such application and after the payment by Secured Parties of any other amount required by any provision of law, need the Secured Parties account for the surplus, if any, to Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Secured Parties to collect such deficiency. (b) Following a Default, Pledgor will, upon receipt of any proceeds, dividends, stock certificate or other sums arising from any sale or other disposition of the Collateral or any instrument evidencing an obligation to pay such sums, hold same in trust for the Secured Parties in the form received, and will forthwith, without notice or demand, endorse, transfer and deliver same to the Secured Parties.

Rights Following Default. (a) Upon and following a Default, the Secured Parties shall have all rights and remedies with respect to the Collateral afforded by the Uniform Commercial Code, as from time to time in effect in the State of New York (the "Code"), to a secured creditor having a security interest in property to which Article 9 thereof applies. Without limiting the generality of the foregoing, the Secured Parties, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor or any other person or entity (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, upon such terms and conditions as it may deem advisable and at such prices as they may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Pledgor acknowledges that private sales may be made at prices and other terms less favorable to the seller than if such Collateral were sold at public sale, and that the Secured Party has no obligation to delay the sale of any such Collateral for the period of time necessary to permit the Company or Pledgor to register the Collateral for public sale under applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall not be deemed to have been in a commercially unreasonable manner for the sole reason that it is a private sale. The Secured Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Secured Parties shall apply any proceeds from time to time held by either of them and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Secured Parties, to the payment in whole or in part of the Obligations, in such order as the Secured Parties may elect. Only after such application and after the payment by Secured Parties of any other amount required by any provision of law, need the Secured Parties account for the surplus, if any, to Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Secured Parties to collect such deficiency. (b) Following a Default, Pledgor will, upon receipt of any proceeds, dividends, stock certificate or other sums arising from any sale or other disposition of the Collateral or any instrument evidencing an obligation to pay such sums, hold same in trust for the Secured Parties in the form received, and will forthwith, without notice or demand, endorse, transfer and deliver same to the Secured Parties. (c) Without in any way limiting any other provisions in this Agreement and in addition thereto, upon and following a Default, the Secured Parties shall be entitled to obtain an order of specific enforcement of the Rescission Obligation from a court of competent jurisdiction, and to the extent permitted by applicable law, to do so without notice or bond.