Agenda - Council - 03/24/2015 - Laserfiche WebLink

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(i) Declare unmatured Secured Obligations to be immediately due and payable and the same shall thereupon be immediately due and payable without presentment or other notice or demand; (ii) Exercise and enforce any or all rights and remedies available upon default to a secured party under the UCC, including, but not limited to, the right to exercise all rights as a holder of the Collateral and the right to dispose of the Collateral in any manner permitted by the UCC and applicable securities laws including, without limitation, the right to offer and sell the Collateral privately to purchasers who will agree to take the Collateral for investment and not with the view to distribution and who will agree to the imposition of restrictive legends on the certificates representing the Collateral, and the right to arrange for a sale of the Collateral which would otherwise qualify as exempt from registration under the Securities Act of 1933; (iii) Exercise its right to receive all cash payments on account of the Pledged Membership Interests (including without limitation the Permitted Distributions) for periods that the Collateral was held by Pledgors; and (iv) Exercise all governance rights of the Pledgors with respect to the Pledged Membership Interests. Any transferee of the HRA's interest in the Collateral shall be entitled to exercise all rights as holder of the Collateral, including voting rights. 7.2 If the HRA disposes of any of the Collateral, the proceeds of any such disposition shall be applied as set forth in the applicable provisions of Article .9 of the UCC. Pledgors specifically grant to the HRA the right to apply such proceeds to attorneys' fees and legal expenses incurred by the HRA in connection with collection of the Secured Obligations, disposition of Collateral or protection of the HRA's position. If any notification of intended disposition of any of the Collateral is required by law, such notification shall be deemed commercially reasonable if mailed at least ten (10) Business Days before such disposition, postage prepaid, addressed to Pledgors at the address shown below. 7.3 The Pledgors recognize that the HRA may be unable to effect a public sale of the Pledged Membership Interests by the reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act") or other applicable state or federal laws, and the HRA may therefore resort to one or more private sales thereof to a restricted group of purchasers. The Pledgors agree that any such private sales may be at prices and on other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The HRA shall be under no obligation to delay a sale of any of the Pledged Membership Interests for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the HRA agrees that any sale of the Pledged Membership Interests shall be 31