Common use of Rights Under Uniform Commercial Code Clause in Contracts

Rights Under Uniform Commercial Code. Upon the occurrence of any Event of Default or upon any termination of this Agreement following an Event of Default, then Lender shall have, in addition to all of its other rights under this Agreement or otherwise (which rights shall be cumulative), all of the rights and remedies of a secured party under the Uniform Commercial Code and shall have the right to enter upon any premises where the Collateral is kept and peacefully retake possession thereof. Lender may, without demand, advertising or notice all of which Borrowers hereby waive (except as the same may be required by law), sell, lease, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Receivables, General Intangibles, Inventory, Equipment, Fixtures, Investment Property or other security or Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. Notice of any public sale shall be sufficient if it describes the security or Collateral to be sold in general terms, stating the amounts thereof, the nature of the business in which such Collateral was created and the location and nature of the properties covered by the other security interests or mortgages and the prior liens thereon, and is published at least once in The Wall Street Journal or The New York Times not less than ten (10) business days prior to the date of sale. If The Wall Street Journal or The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of White Plains New York which Lender may elect. Notice of any public sale shall be sufficient if it describes the security or Collateral to be sold in general terms, stating the amounts thereof, the nature of the business in which such Collateral was created and the location and nature of the properties covered by the other security interests or mortgages and the prior liens thereon. Without requiring notice to Borrowers, all requirements of reasonable notice under this Article shall be met if such notice is mailed, postage prepaid, to Borrowers at the address set forth above or such other address as Borrowers may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide Borrowers with written notice of the time and place of such postponed or adjourned sale. Lender 39 may be the purchaser at any such sale if it is public, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from Borrowers to Lender. Borrowers shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers and accountants employed by Lender. Proceeds shall then be applied to the payment in whatever order Lender may elect, of all Obligations of Borrowers. Lender shall return any excess to Borrowers and Borrowers shall remain liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent Debtor uses an Advance to purchase Collateral, Debtor's repayment of the Advance shall apply on a "first-in-first-out" basis so that the portion of the Advance used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Rights Under Uniform Commercial Code. Upon the occurrence and during the continuance of any Event of Default or upon any termination of this Agreement following as a result of an Event of Default, then Lender the Collateral Agents shall have, in addition to all of its their other rights under this Agreement Agreement, the other Loan Documents or otherwise (which rights shall be cumulative), all of the rights and remedies of a secured party under the New York Uniform Commercial Code and shall have the right to enter upon any premises where the Collateral is kept and peacefully retake possession thereof. Lender Upon the occurrence and during the continuance of an Event of Default, the applicable Collateral Agent may, without demand, advertising or notice all of which Borrowers Westcon and each Borrower and each other Obligor hereby waive waives (except as the same may be required by law), sell, lease, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Receivables, General Intangibles, Inventory, Equipment, Fixtures, Investment Property or other security or Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lendersuch Collateral Agent, in its sole discretion, deems advisable. Notice of any public sale shall be sufficient if it describes the security or Collateral collateral to be sold in general terms, stating the amounts thereof, the nature of the business in which such Collateral collateral was created and the location and nature of the properties covered by the other security interests or mortgages and the prior liens thereon, and is published at least once in The Wall Street Journal or The New York Times a suitable local area newspaper of general circulation not less than ten (10) business days prior to the date of sale. If The Wall Street Journal or The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of White Plains New York which Lender may elect. Notice of any public sale shall be sufficient if it describes the security or Collateral to be sold in general terms, stating the amounts thereof, the nature of the business in which such Collateral was created and the location and nature of the properties covered by the other security interests or mortgages and the prior liens thereon. Without requiring notice to BorrowersWestcon or either of Borrowers or any other Obligor, all requirements of reasonable notice under this Article Section shall be met if such notice is mailed, postage prepaid, to Borrowers the applicable Borrower at the address set forth above or herein for such other address as Borrowers may have provided to Lender, in a Recordentity, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, The applicable Collateral Agent may postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, ; provided, however, that Lender the applicable Collateral Agent shall provide Borrowers the applicable Borrower with written notice of the time and place of such postponed or adjourned sale. Lender 39 Any of the Agents or the Lenders, as the case may be, may be the purchaser at any such sale if it is public, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations Indebtedness due from Borrowers the applicable Borrower to Lenderthe Lenders or the Collateral Agents. Borrowers The applicable Borrower shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements expenses of attorneys, auctioneers, appraisers and accountants employed by Lendera Collateral Agent. Proceeds shall then be applied to the payment in whatever order Lender the applicable Collateral Agent may elect, of all Obligations Indebtedness of BorrowersBorrowers under the Loan Documents. Lender The applicable Collateral Agent shall return any excess to Borrowers the applicable Borrower and Borrowers shall remain liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent Debtor uses an Advance to purchase Collateral, Debtor's repayment of the Advance shall apply on a "first-in-first-out" basis so that the portion of the Advance used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Rights Under Uniform Commercial Code. Upon the occurrence of any Event of Default or upon any termination of this Agreement following an Event of Default, then Lender shall have, in addition to all of its other rights under this Agreement or otherwise (which rights shall be cumulative), all of the rights and remedies of a secured party under the Uniform Commercial Code and shall have the right to enter upon any premises where the Collateral is kept and peacefully peacetilly retake possession thereof. Lender may, without demand, advertising or notice all of which Borrowers Borrower hereby waive waives (except as the same may be required by law), sell, lease, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Receivables, General Intangibles, Inventory, Equipment, Fixtures, Investment Property or other security or Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. Notice of any public sale shall be sufficient if it describes the security or Collateral to be sold in general terms, stating the amounts thereof, the nature of the business in which such Collateral was created and the location and nature of the properties covered by the other security interests or mortgages and the prior liens thereon, and is published at least once in The Wall Street Journal or The New York Times not less than ten (10) business days prior to the date of sale. If The Wall Street Journal or The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of White Plains New York which Lender may elect. Notice of any public sale shall be sufficient if it describes the security or Collateral to be sold in general terms, stating the amounts thereof, the nature of the business in which such Collateral was created and the location and nature of the properties covered by the other security interests or mortgages and the prior liens thereon. Without requiring notice to BorrowersBorrower, all requirements of reasonable notice under this Article shall be met if such notice is mailed, postage prepaid, to Borrowers Borrower at the its address set forth above or such other address as Borrowers it may have have, in writing, provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide Borrowers Borrower with written notice of the time and place of such postponed or adjourned sale. Lender 39 may be the purchaser at any such sale if it is public, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from Borrowers Borrower to Lender. Borrowers Borrower shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers and accountants employed by Lender. Proceeds shall then be applied to the payment in whatever order Lender may elect, of all Obligations of BorrowersBorrower. Lender shall return any excess to Borrowers Borrower and Borrowers Borrower shall remain liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent Debtor uses an Advance to purchase Collateral, Debtor's repayment of the Advance shall apply on a "first-in-first-out" basis so that the portion of the Advance used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.