Events of Default, Etc. During any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.
Appears in 6 contracts
Sources: Loan Agreement, Guarantee and Security Agreement (Nuveen Mortgage Opportunity Term Fund 2), Guarantee and Security Agreement (Nuveen Mortgage Opportunity Term Fund 2)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 5 contracts
Sources: Security Agreement (OncBioMune Pharmaceuticals, Inc), Security Agreement (OncBioMune Pharmaceuticals, Inc), Security Agreement (OncBioMune Pharmaceuticals, Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request;
(b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) e. the Collateral Agent may, may upon five (5) 10 Business Days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 5 contracts
Sources: Security Agreement (Internet Commerce Corp), Subsidiary Security Agreement (Irvine Sensors Corp/De/), Subsidiary Security Agreement (Internet Commerce Corp)
Events of Default, Etc. During any the period during which an Event of Default or Trigger Event shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 5 contracts
Sources: Guarantee and Security Agreement (New Mountain Finance Corp), Omnibus Amendment (Corporate Capital Trust, Inc.), Guarantee and Security Agreement (Stellus Capital Investment Corp)
Events of Default, Etc. During Without limiting the rights, powers and privileges of the Collateral Agent under Article II, if any period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party The Collateral Agent in its discretion may require Obligor to, and Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and Obligor, designated in the Collateral Agent's request;
(b) the The Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the The Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(ed) the The Collateral Agent in its discretion may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. ;
(e) The proceeds Collateral Agent shall have, and in its discretion may exercise, all of each collectionthe rights, sale remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other Disposition under this Section 8.01 shall be deposited into powers of ownership pertaining to the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by Collateral as if the Collateral Agent on account of, or as a result were the sole and absolute owner of the exercise byCollateral (and Obligor agrees to take all such action as may be appropriate to give effect to such right);
(f) The Collateral Agent in its discretion may, to the full extent provided by law, have a court having jurisdiction appoint a receiver, which receiver shall take charge and possession of and protect, preserve, replace and repair the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of thereof, and manage and operate the Collateralsame, to limit purchasers to those who will agreeand receive and collect all rents, among other thingsincome, to acquire the Collateral for their own accountreceipts, for investment royalties, revenues, issues and not with a view to the distribution or resale thereofprofits therefrom. Each Loan Party acknowledges Obligor irrevocably consents and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made hereby irrevocably consented to the appointment thereof, and upon such appointment, Obligor shall immediately deliver possession of such Collateral to the receiver. Obligor also irrevocably consents to the entry of an order authorizing such receiver to invest upon interest any funds held or received by the receiver in a commercially reasonable mannerconnection with such receivership. The Collateral Agent shall be under no obligation entitled to delay such appointment as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy of the security of the Collateral; and
(g) The Collateral Agent in its discretion may enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have hereunder or by law, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Obligor until full and final payment of any item deficiency has been made. Obligor shall reimburse the Collateral Agent upon demand for, or the Collateral Agent may apply any proceeds of Collateral for to, the period costs and expenses (including reasonable attorneys' fees, transfer taxes and any other charges) incurred by the Collateral Agent in connection with any sale, disposition, repair, replacement, alteration, addition, improvement or retention of time necessary to permit any Collateral hereunder. The proceeds of, and other realization upon, the issuer thereof to register such securities for public sale Collateral by virtue of the exercise of remedies under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sothis Section 5.01 shall be applied in accordance with Section 5.04.
Appears in 4 contracts
Sources: Pledge and Security Agreement (Brady Power Partners), Pledge and Security Agreement (Ormat Funding Corp.), Pledge and Security Agreement (Ormat Funding Corp.)
Events of Default, Etc. During Without limitation on the rights, remedies, powers and privileges of Netgateway under Section 1, if any period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent i. Netgateway in its discretion may, in its name or in the name of any Loan Party the Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent ii. Netgateway in its discretion may, upon five (5) Business Days’ business days' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Netgateway or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Netgateway deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Netgateway or any other Secured Party or anyone else person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Netgateway may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
iii. The proceeds of each collectionNetgateway shall have, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account ofits discretion may exercise, or as a result all of the exercise byrights, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any funds at jurisdiction where any time rights, remedies, powers and from time to time on deposit inprivileges in respect of this Agreement or the Collateral may be asserted, or otherwise including the right, to the credit ofmaximum extent permitted by law, the Custodial Account shall be held by to exercise all voting, consensual and other powers of ownership pertaining to the Collateral Agent as additional collateral security for if Netgateway were the repayment sole and absolute owner of the Secured Obligations Collateral (and shall be applied the Obligor agrees to take all such action as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect appropriate to any sale of all or any part of the Collateral, give effect to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soright).
Appears in 4 contracts
Sources: Pledge Agreement (Galaxy Enterprises Inc /Nv/), Pledge Agreement (Netgateway Inc), Pledge Agreement (Netgateway Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party the Grantor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as applicable, and the Collateral Agent shall reasonably requestGrantor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral in accordance with this Agreement and the other Note Documents as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party the Grantor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in Secured Party or its discretion mayRepresentative shall have the right, in its the name of the Secured Party or in the name of any Loan Party the Grantor or otherwise, to demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent maySecured Party or its Representative shall have the right to take immediate possession and occupancy of any premises owned, used or leased by the Grantor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party shall have the right, upon five (5) Business Days’ prior reasonable written notice (such reasonable notice to be determined by the Loan Parties of the time Secured Party in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentSecured Party or its Representative), the other Secured Parties or any of their respective agentsto sell, selllease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantor, any such demand, notice and right or equity being hereby expressly waived and released. The Secured Party may, to the fullest extent permitted by law. The Collateral Agent mayApplicable Law, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.
(g) the Secured Party may, prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Secured Party deems appropriate;
(h) the Secured Party may proceed to perform any and all of the obligations of the Grantor contained in any Contract and exercise any and all rights of the Grantor therein contained as the Grantor itself could;
(i) the Secured Party shall have the right to use the Grantor’s rights under any Collateral consisting of Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder; and
(j) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Note Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. Without limiting the foregoing, the Secured Party may, 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 Grantor or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), upon the occurrence and during the continuance of an Event of Default forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or stock power or otherwise sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more portions at one or more public or private sales or dispositions, at any exchange or broker’s board or at any of the Secured Party’s offices or elsewhere upon such terms and conditions as the Secured Party may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right of the Secured Party (or the designee of the Secured Party) upon any such sale, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption of the Grantor, which right or equity is hereby expressly waived or released. The Grantor agrees that, to the extent notice of sale shall be required by Applicable Law or this Agreement, at least ten (10) days’ prior written notice to the Grantor 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. Notwithstanding any provision in any operating agreement or shareholder agreement of any issuer of the Collateral or any other Applicable Law to the contrary, the undersigned, constituting a member and/or shareholder of each issuer hereby acknowledges that such member and/or shareholder, as applicable, may pledge to the Secured Party all of such member’s and/or shareholder’s right, title and interest in such issuer, and upon foreclosure the successful bidder (which may include the Secured Party or any Holder) will be deemed admitted as a member and/or shareholder, as applicable, of such issuer, and will automatically succeed to all of such pledged right, title and interest, including without limitation such members’ and/or shareholder’s limited liability company and equity interests, right to vote and participate in the management and business affairs of the issuer, right to a share of the profits and losses of the issuer and right to receive distributions from the issuer. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 3 contracts
Sources: Security Agreement (Workhorse Group Inc.), Security Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Workhorse Group Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 3 contracts
Sources: Security Agreement (Innovative Payment Solutions, Inc.), Security Agreement (Innovative Payment Solutions, Inc.), Security Agreement (Adhera Therapeutics, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representatives, assemble the Collateral owned by and make it available to Secured Party or its Representatives at such a place or placesplaces designated by the Secured Party or its Representatives which are reasonably convenient to Secured Party or its Representatives, as the Collateral Agent shall reasonably requestapplicable, and Debtor;
(b) the Collateral Agent Secured Party or its Representatives may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Parties were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representatives in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representatives may take immediate possession and occupancy of any premises owned, used or leased by Debtor and exercise all other rights and remedies which may be available to the Secured Party; and
(f) the Secured Party may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Debtor of the time and place (or, if such sale which notice Debtor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representatives, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 3 contracts
Sources: Security Agreement (Enter Corp), Security Agreement (Enter Corp), Security Agreement (Enter Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Grantor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Grantor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral in accordance with this Agreement and the other Note Documents as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Grantor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in Secured Party or its discretion mayRepresentative shall have the right, in its the name of the Secured Party or in the name of any Loan Party a Grantor or otherwise, to demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent maySecured Party or its Representative shall have the right to take immediate possession and occupancy of any premises owned, used or leased by a Grantor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party shall have the right, upon five (5) Business Days’ prior reasonable written notice (such reasonable notice to be determined by the Loan Parties of the time Secured Party in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentSecured Party or its Representative), the other Secured Parties or any of their respective agentsto sell, selllease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Partiesapplicable Grantor, any such demand, notice and right or equity being hereby expressly waived and released. The Secured Party may, to the fullest extent permitted by law. The Collateral Agent mayApplicable Law, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.
(g) the Secured Party may, prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Secured Party deems appropriate;
(h) the Secured Party may proceed to perform any and all of the obligations of any Grantor contained in any Contract and exercise any and all rights of such Grantor therein contained as such Grantor itself could;
(i) the Secured Party shall have the right to use any Grantor’s rights under any Collateral consisting of Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder; and
(j) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Note Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. Without limiting the foregoing, the Secured Party may, 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 any Grantor or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), upon the occurrence and during the continuance of an Event of Default forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or stock power or otherwise sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more portions at one or more public or private sales or dispositions, at any exchange or broker’s board or at any of the Secured Party’s offices or elsewhere upon such terms and conditions as the Secured Party may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right of the Secured Party (or the designee of the Secured Party) upon any such sale, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption of the applicable Grantor, which right or equity is hereby expressly waived or released. Each Grantor agrees that, to the extent notice of sale shall be required by Applicable Law or this Agreement, at least ten (10) days’ prior written notice to the applicable Grantor 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. Notwithstanding any provision in any operating agreement or shareholder agreement of any issuer of the Collateral or any other Applicable Law to the contrary, the undersigned, constituting a member and/or shareholder of each issuer hereby acknowledges that such member and/or shareholder, as applicable, may pledge to the Secured Party all of such member’s and/or shareholder’s right, title and interest in such issuer, and upon foreclosure the successful bidder (which may include the Secured Party or any Holder) will be deemed admitted as a member and/or shareholder, as applicable, of such issuer, and will automatically succeed to all of such pledged right, title and interest, including without limitation such members’ and/or shareholder’s limited liability company and equity interests, right to vote and participate in the management and business affairs of the issuer, right to a share of the profits and losses of the issuer and right to receive distributions from the issuer. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 3 contracts
Sources: Security Agreement (Workhorse Group Inc.), Security Agreement (Velo3D, Inc.), Security Agreement (Velo3D, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingoccurred:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 3 contracts
Sources: Security Agreement (Arch Therapeutics, Inc.), Security Agreement (American Rebel Holdings Inc), Security Agreement (Transportation & Logistics Systems, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to the Permitted Lien:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor;
(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party;
(f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 3 contracts
Sources: Security Agreement (Innovation1 Biotech Inc.), Securities Purchase Contract (Ascent Solar Technologies, Inc.), Security Agreement (Innovation1 Biotech Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were Secured Party was the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties Secured Party in its sole and absolute discretion) to the Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the Uniform Commercial Code or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 3 contracts
Sources: Security Agreement (Kaching Kaching, Inc.), Security Agreement (Duke Mining Company, Inc.), Security Agreement (Evolution Resources, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have has occurred and be is continuing:
(a) each Loan Party shall, at the request Buyer shall have all of the rights and remedies with respect to the Pledged Collateral Agentof a secured party under the UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (including, assemble without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral owned by it at as if the Buyer were the sole and absolute owner thereof (and NCMC agrees to take all such place or places, action as the Collateral Agent shall reasonably requestmay be appropriate to give effect to such right));
(b) the Collateral Agent Buyer may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Pledged Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion Buyer may, in its name or in the name of any Loan Party NCMC or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of of, or in exchange for for, any of the Pledged Collateral, but shall be under no obligation to do so; and
(ed) the Collateral Agent Buyer may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Buyer or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent Buyer deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesNCMC, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Buyer may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize NCMC recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “Securities Act”), and applicable state securities laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral which constitutes a “security” under the Securities Act, to limit purchasers to those who will agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party NCMC acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Buyer than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Buyer shall be under not have any obligation to engage in public sales and no obligation to delay a the sale of any item of such Pledged Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 3 contracts
Sources: Guaranty and Pledge Agreement (New Century TRS Holdings Inc), Guaranty and Pledge Agreement (New Century Financial Corp), Guaranty and Pledge Agreement (New Century Financial Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have has occurred and be continuing:
(a) each Loan Party shall, at the request Buyer shall have all of the rights and remedies with respect to the Pledged Collateral Agentof a secured party under the UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (including, assemble without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral owned by it at as if the Buyer were the sole and absolute owner thereof (and NCMC agrees to take all such place or places, action as the Collateral Agent shall reasonably requestmay be appropriate to give effect to such right));
(b) the Collateral Agent Buyer may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Pledged Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion Buyer may, in its name or in the name of any Loan Party NCMC or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of of, or in exchange for for, any of the Pledged Collateral, but shall be under no obligation to do so; and
(ed) the Collateral Agent Buyer may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Buyer or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent Buyer deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesNCMC, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Buyer may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize NCMC recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the "Securities Act"), and applicable state securities laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral which constitutes a "security" under the Securities Act, to limit purchasers to those who will agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party NCMC acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Buyer than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Buyer shall be under not have any obligation to engage in public sales and no obligation to delay a the sale of any item of such Pledged Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Guaranty and Pledge Agreement (New Century Financial Corp), Guaranty and Pledge Agreement (New Century Financial Corp)
Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party The Trustee in its discretion may require the Company to, and the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and the Company, designated in the Trustee's request;
(b) the Collateral Agent Trustee in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Trustee in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, sue ▇▇▇ for▇, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(ed) the Collateral Agent Trustee in its discretion may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Trustee or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, license or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawTrustee or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(e) the Trustee shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Trustee were the sole and absolute owner of the Collateral (and the Company agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 5.01 and of the exercise of the license granted to the Trustee in Section 2.02 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.04.
Appears in 2 contracts
Sources: Security Agreement (Nu Tech Bio Med Inc), Security Agreement (Physicians Clinical Laboratory Inc)
Events of Default, Etc. During any period during which If an Event of Default shall have occurred and be continuing:
(a) each Loan Party the Company shall, at the request of the Collateral AgentAgent (acting at the direction of the Required Secured Parties), assemble the Collateral owned by it at such place or places, as reasonably convenient to the Collateral Secured Parties, the Agent shall reasonably and the Company, designated in the Agent’s request;
(b) the Collateral Agent (at the direction of the Required Secured Parties) may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Agent, on behalf of the Secured Parties, were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion (at the direction of the Required Secured Parties) may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent (at the direction of the Required Secured Parties) may, upon five (5) Business Daysten days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent (at the direction of the Required Secured Parties) deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and any Secured Parties, the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designees, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent (at the direction of the Required Secured Parties) may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds Proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained 5.05, including by the Collateral Agent on account of, or as a result virtue of the exercise by, of the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise license granted to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment benefit of the Secured Obligations and Parties in Section 5.04(b), shall be applied as provided in accordance with the Default Priority of Paymentsmanner specified in Section 5.09. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Purchase Agreement (Particle Drilling Technologies Inc/Nv), Purchase Agreement (Particle Drilling Technologies Inc/Nv)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingoccurred:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 2 contracts
Sources: Security Agreement (Arch Therapeutics, Inc.), Security Agreement (Veroni Brands Corp.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least 10 Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Guarantee, Pledge and Security Agreement, Guarantee, Pledge and Security Agreement (Credit Suisse Park View BDC, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(c) upon notice thereof to each LLC Issuer and the Company by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Company; and
(ed) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Events of Default, Etc. During any the period during which an Event of Default or a Trigger Event shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five reasonable prior notice (5provided that at least ten (10) Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 8.03 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Guarantee, Pledge and Security Agreement (Capitala Finance Corp.), Guarantee, Pledge and Security Agreement (Capitala Finance Corp.)
Events of Default, Etc. During any the period during which an Event of Default or a Trigger Event shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five reasonable prior written notice (5provided that at least ten (10) Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 8.03 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Guarantee, Pledge and Security Agreement (Barings Capital Investment Corp), Guarantee, Pledge and Security Agreement (Barings BDC, Inc.)
Events of Default, Etc. During any the period during which an Event of ---------------------- Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party, assemble the Collateral owned by it at such place or places, places as may be reasonably designated by the Collateral Agent shall reasonably requestSecured Party;
(b) the Collateral Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Secured Party in its discretion may, in its the name of the Secured Party or in the name of any Loan Party Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party in its discretion may take immediate possession and occupancy of any premises owned, used or leased by Debtor and exercise all other rights and remedies of an assignee which may be available to the Secured Party;
(f) the Secured Party may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys' and paralegals' fees, and in such order of application as the Secured Party may, from time to time, elect, any Indebtedness of the Secured Party to the Debtor, however created or arising, including, but not limited to, balances, credits, deposits, accounts or moneys of the Debtor in the possession, control or custody of, or in transit to the Secured Party, and the Debtor hereby waives the benefit of any law that would otherwise restrict or limit the Secured Party in the exercise of its right, which is hereby acknowledged, to appropriate at any time hereafter any such Indebtedness owing from the Secured Party to the Debtor; and
(g) the Secured Party may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Debtor of the time and place (or, if such sale which notice Debtor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agentsParty, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems bestsuitable, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 2 contracts
Sources: Pledge and Security Agreement (MRS Fields Holding Co Inc), Pledge and Security Agreement (MRS Fields Brand Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party the Borrower shall, at the request of the Collateral AgentLender, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Lender and the Borrower, designated in its request;; Security and Assignment Agreement
(b) the Collateral Agent Lender may make (or direct the Servicer to make) any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party the Borrower agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, sue ▇▇▇ for▇, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent Lender may, upon five (5) ten Business Days’ ' prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. Security and Assignment Agreement The proceeds of each collection, sale or other Disposition disposition under Section 5.04 or this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.08.
Appears in 2 contracts
Sources: Security and Assignment Agreement (Chase Preferred Capital Corp), Hypothecation Loan Agreement (Chase Preferred Capital Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have has occurred and be continuing:
(a) each Loan Party shall, at the request Buyer shall have all of the rights and remedies with respect to the Pledged Collateral Agentof a secured party under the UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (including, assemble without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral owned by it at as if the Buyer were the sole and absolute owner thereof (and NCMC agrees to take all such place or places, action as the Collateral Agent shall reasonably requestmay be appropriate to give effect to such right));
(b) the Collateral Agent Buyer may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Pledged Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion Buyer may, in its name or in the name of any Loan Party NCMC or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of of, or in exchange for for, any of the Pledged Collateral, but shall be under no obligation to do so; and
(ed) the Collateral Agent Buyer may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Buyer or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent Buyer deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesNCMC, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Buyer may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize NCMC recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “Securities Act”), and applicable state securities laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral which constitutes a “security” under the Securities Act, to limit purchasers to those who will agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party NCMC acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Buyer than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Buyer shall be under not have any obligation to engage in public sales and no obligation to delay a the sale of any item of such Pledged Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Guaranty and Pledge Agreement (New Century Financial Corp), Guaranty and Pledge Agreement (New Century TRS Holdings Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (to the extent permitted by law whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be assertedincluding if the Administrative Agent has notified the Pledgor that it intends to exercise such right, including the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) upon and during the Collateral continuance of an Event of Default, the Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Pledgor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable ▇ayable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Administrative Agent may, upon five (5) not less than ten Business Days’ ' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Pledgor agrees that such ten Business Days' notice constitutes "reasonable notification" within the meaning of Section 9-504 of the UCC. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.04 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.08 hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other terms less favorable lower than if such sale were at a public sale andwithout such restrictions, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Pledge Agreement (Kinder Morgan Energy Partners L P), Pledge Agreement (Kinder Morgan Energy Partners L P)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 2 contracts
Sources: Security Agreement (Sport Endurance, Inc.), Security Agreement (Sport Endurance, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to Permitted Liens:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor;
(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon one Trading Day’s prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party;
(f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the Collateral Agent, shall, upon one Trading Day’s prior written notice to each Debtor, have the right (in its sole and absolute discretion) to cause each of the pledged securities to be transferred of record into the name of the Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Collateral Agent and to the extent permitted by the documentation governing such pledged securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing pledged securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Debtor shall take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 4.5(g);
(h) all rights of any Debtor to dividends, interest, principal or other distributions that such Debtor is entitled to receive shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the pledged Collateral hereunder. All dividends, interest, principal or other distributions received by any Debtor contrary to the provisions of Section 4.5(g) or this Section 4.5(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent); and
(i) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 2 contracts
Sources: Security Agreement (Healthcare Triangle, Inc.), Security Agreement
Events of Default, Etc. During any period during in which an Event of Default shall have has occurred and be is continuing:
(ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party ▇▇▇▇▇▇▇ agrees to take all such action as may be appropriate to give effect to such right);
(dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(eiii) Lender may, at its option, apply all or any part of the Collateral Agent in accordance with Section 7(f) hereof;
(iv) Lender may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released. Unless prohibited by applicable law, to the fullest extent permitted by law. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned;
(v) Lender may exercise all membership or stockholder rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges;
(vi) Lender may, in connection with a sale of all or any of the Pledged Interests, without any further action of any party, cause any purchaser or transferee of all or any part of any Pledged Interests to be admitted as a new member or owner of the Pledged Entities to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of the Pledged Entities to the extent such Pledged Interests are sold or transferred, and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee the Assignment of Interest executed and delivered by ▇▇▇▇▇▇▇ and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Entities;
(vii) Lender may exercise any and all rights and remedies of Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Charter Documents; and
(viii) all payments received, directly or indirectly, by Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement). The proceeds of each any collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and 7(d) shall be applied as provided in accordance with the Default Priority of Paymentsby Lender pursuant to Section 7(f) hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to Lender than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Lender shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Heritage Global Inc.), Pledge and Security Agreement (Heritage Global Inc.)
Events of Default, Etc. During Subject to the provisions of Section 10.05 hereof, if any period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral AgentAgent in its sole discretion may require the Borrower to, and the Borrower shall, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Borrower, designated in the Collateral Agent’s request;
(b) the Collateral Agent in its sole discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, of all or any part of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its sole discretion may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(ed) the Collateral Agent in its sole discretion may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the Agent or any other Secured Parties Party or any of their respective agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places and at such time or times as the Collateral Agent deems best, and for Cash or for cash, on credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition of or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else any other Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice and right or equity being hereby expressly waived and released, released to the fullest extent permitted by lawapplicable Government Rule. The Collateral Agent shall not be obligated to make any sale pursuant to any such notice. The Collateral Agent may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable Government Rule. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds In case of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralCollateral on credit or for future delivery, to limit purchasers to those who will agree, among other things, to acquire the Collateral so sold may be retained by the Collateral Agent until the full selling price is paid by the purchaser thereof, but neither the Collateral Agent nor any other Secured Party shall incur any liability in case of the failure of such purchaser to take up and pay for their own accountthe Collateral so sold, for investment and not with a view and, in case of any such failure, such Collateral may again be sold pursuant to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale provisions hereof; and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The
(e) the Collateral Agent shall be under no obligation have, and in its sole discretion may exercise, all of the rights, remedies, powers and privileges with respect to delay the Collateral of a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale secured party under the Securities Act Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of 1933this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by applicable Government Rule, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as amendedif the Collateral Agent were the sole and absolute owner of the Collateral (and the Borrower agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, or and other realization upon, the Collateral by virtue of the exercise of remedies under applicable state securities laws, even if such issuer would agree to do sothis Section 6.01 shall be applied in accordance with Section 6.04.
Appears in 2 contracts
Sources: Security Agreement (Cheniere Energy Inc), Credit Agreement (Cheniere Energy Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor (subject to the terms of any lease relating thereto) and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties be determined by Secured Party in its sole and absolute discretion) to Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any transaction document, at law, in equity or by or under the Uniform Commercial Code or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 2 contracts
Sources: Security Agreement (Heavy Metal, Inc.), Security Agreement (interCLICK, Inc.)
Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing:
(a) each Loan The Secured Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral;
(cb) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan The Secured Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, sue ▇▇▇ for▇, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(ec) the Collateral Agent The Secured Party in its discretion may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Secured Party or any other Secured Party person or anyone else entity may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(d) The Secured Party shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Code (whether or not the Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Secured Party were the sole and absolute owner of the Collateral (and the Company agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 4.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.4.
Appears in 2 contracts
Sources: Security Agreement (Nu Tech Bio Med Inc), Security Agreement (JLB of Nevada Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the reasonable request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or places, as places designated by the Collateral Agent shall reasonably requestSecured Party or its Representative;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral;
(d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; and
(f) the Secured Party may, upon five (5) Business Days’ prior written reasonable notice to the Loan Parties Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cumulus Investors LLC), Security Agreement (Averion International Corp.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to Permitted Liens:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor;
(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon one (1) Trading Day’s prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party;
(f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the Collateral Agent, shall, upon one (1) Trading Day’s prior written notice to each Debtor, have the right (in its sole and absolute discretion) to cause each of the pledged securities to be transferred of record into the name of the Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Collateral Agent and to the extent permitted by the documentation governing such pledged securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing pledged securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Debtor shall will take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 4.5(g);
(h) all rights of any Debtor to dividends, interest, principal or other distributions that such Debtor is entitled to receive shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the pledged Collateral hereunder. All dividends, interest, principal or other distributions received by any Debtor contrary to the provisions of Section 4.5(g) or this Section 4.5(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent); and
(i) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 2 contracts
Sources: Security Agreement (Caravelle International Group), Security Agreement (Atlis Motor Vehicles Inc)
Events of Default, Etc. During any period during in which an Event of Default shall have has occurred and be is continuing:
(ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(eiii) Lender may, at its option, apply all or any part of the Collateral Agent in accordance with Section 7(f) hereof;
(iv) Lender may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released. Unless prohibited by applicable law, to the fullest extent permitted by law. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned;
(v) Lender may exercise all membership or stockholder rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges;
(vi) Lender may, in connection with a sale of all or any of the Pledged Interests, without any further action of any party, cause any purchaser or transferee of all or any part of any Pledged Interests to be admitted as a new member or owner of the Pledged Entities to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of the Pledged Entities to the extent such Pledged Interests are sold or transferred, and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee the Assignment of Interest executed and delivered by Pledgor and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Entities;
(vii) Lender may exercise any and all rights and remedies of Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Charter Documents; and
(viii) all payments received, directly or indirectly, by Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement). The proceeds of each any collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and 7(d) shall be applied as provided in accordance with the Default Priority of Paymentsby Lender pursuant to Section 7(f) hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to Lender than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Lender shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Heritage Global Inc.), Pledge and Security Agreement (Heritage Global Inc.)
Events of Default, Etc. During promptly upon any period during which an Event Responsible Officer of Default shall have occurred and be continuingthe Borrower obtaining knowledge:
(a) each Loan Party shallof any condition or event that constitutes an Event of Default or Potential Event of Default, at or becoming aware that any Lender has given any notice (other than to the request Administrative Agent) or taken any other action with respect to a claimed Event of the Collateral Agent, assemble the Collateral owned by it at such place Default or places, as the Collateral Agent shall reasonably request;Potential Event of Default,
(b) of (x) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any receipt by a member of the Collateral and may extend the time Borrower Group of payment, arrange for payment in installmentswritten notice that a default has occurred under any Colocation Lease or any other Material Contract, or otherwise modify (y) the existence of a default under one or more Colocation Leases and/or other Material Contracts which, taken individually or together, could have a Material Adverse Effect, in any manner the terms ofeach case, any within five Business Days of the Collateral;event or circumstance referred to in clause (x) or (y), as applicable,
(c) the Collateral Agent shall have all that any Person has given any notice to any member of the rights and remedies Borrower Group or taken any other action with respect to a claimed default or event or condition of the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is type referred to in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);Section 7.11,
(d) the Collateral Agent in its discretion may, in its name or any change in the name certifying accountant of the Borrower Group (to the extent that such change would be required to be disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission) or of any Loan Party or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any director of the CollateralBorrower resigning or declining to stand for re-election because of a disagreement with a member of the Borrower Group on any matter relating to the operations, but shall policies or practices of any member of the Borrower Group (to the extent that such change would be under no obligation required to do so; andbe disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission), or
(e) the Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and place (orperiod of existence of such condition, if event or change, or specifying the notice given or action taken by any such sale Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.thereto;
Appears in 2 contracts
Sources: Credit Agreement (Switch & Data, Inc.), Credit Agreement (Switch & Data Facilities Company, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights rights, claims and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property Property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies of an assignee which may be available to the Secured Party; and
(f) the Secured Party may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Debtors of the time and place (or, if such sale which notice the Debtors hereby agree is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Partiesany Debtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 2 contracts
Sources: Master Reaffirmation Agreement (Panther Expedited Services, Inc.), Master Reaffirmation Agreement (Panther Expedited Services, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in its request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) Business Daysten days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, any of the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Obligors shall supply to the fullest extent permitted by lawCollateral Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds Proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into 5.05, including by virtue of the Custodial Account and applied in accordance with exercise of the Default Priority of Payments and any amounts obtained by license granted to the Collateral Agent on account ofin Section 5.04(b), or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Paymentsmanner specified in Section 5.09. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Equity Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Security Agreement (Itc Deltacom Inc), Security Agreement (Itc Deltacom Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party a. the Company shall, at the request of the Collateral AgentPurchaser, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Purchaser and the Company, designated in its request;
(b) b. the Collateral Agent Purchaser may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) c. the Collateral Agent Purchaser shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Purchaser were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) d. the Collateral Agent Purchaser in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) e. the Collateral Agent Purchaser may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentPurchaser, the other Secured Parties or any of their its respective agentsPurchasers, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Purchaser deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Purchaser or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawPurchaser or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Purchaser may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Purchaser in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Purchaser may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Purchaser than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Purchaser shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Security Agreement (Petro River Oil Corp.), Security Agreement (Petro River Oil Corp.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least ten Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (FS Investment CORP), Guarantee, Pledge and Security Agreement (FS Investment Corp II)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing, subject to the rights of holders of Permitted Liens and subject to the rights of GPB under the Subordination and Intercreditor Agreement by and among GPB, the Company and the Secured Party:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time; and
(h) each Debtor, Secured Party and each Debtor’s bank shall enter into a deposit account control agreement in form and substance satisfactory to Secured Party that is sufficient to give Secured Party “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and which directs such bank to transfer such funds so deposited on a daily basis, or at other times acceptable to Secured Party, to Secured Party, either to any account maintained by Secured Party at said bank or by wire transfer to appropriate account(s) at Secured Party. All funds deposited in such Deposit Accounts shall immediately become subject to the security interest of Secured Party for its own benefit, and Secured Party shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Secured Party shall apply all funds received by it from the Deposit Accounts to the satisfaction of the Obligations. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments Section 4.8 hereof. It being agreed and acknowledged that Secured Party shall not have any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations rights and shall be applied as provided in accordance not take any action that will impair GPB’s first priority lien and its rights under the agreements it has entered into with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained Company as described in the Securities Act of 1933, as amended, Subordination and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soIntercreditor Agreement.
Appears in 2 contracts
Sources: Security Agreement (Medite Cancer Diagnostics, Inc.), Security Agreement (Medite Cancer Diagnostics, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request;
(b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the CollateralCollateral with the consent of the Company, which shall not be unreasonably withheld;
(c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) e. the Collateral Agent may, upon five (5) 30 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or otherd isposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. .
f. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(a)(i) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. Section 4.09 hereof.
g. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Security Purchase Agreement, Security Purchase Agreement (Safety Quick Lighting & Fans Corp.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Each Grantor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Grantor;
(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether UCC(whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Grantor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent or its Representative in its their discretion may, in its the name of the Collateral Agent or in the name of any Loan Party Grantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(e) the Collateral Agent, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by any Grantor and exercise all other rights and remedies of an assignee which may be available to the Collateral Agent; and
(ef) the Collateral Agent may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Grantors of the time and place (or, if such sale which notice each Grantor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without any Secured Creditor thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with Section 4.7 hereof. If such proceeds are insufficient to cover the Default Priority costs and expenses of Payments such realization and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment payment in full of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities lawsObligations, the Collateral Agent may be compelled, with respect to Grantors shall remain liable for any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sodeficiency.
Appears in 2 contracts
Sources: Security Agreement (Vera Bradley, Inc.), Security Agreement (Vera Bradley, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least ten Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Guarantee, Pledge and Security Agreement (FS Investment CORP), Guarantee, Pledge and Security Agreement (Sierra Income Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Parent agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Parent or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(c) upon notice thereof to each LLC Issuer and the Parent by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Parent; and
(ed) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Parent of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesParent, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties recognize Parent recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Parent acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent The Trustee in its discretion may, in its name or in the name of any Loan Party the Obligor or otherwise, demand, sue ▇▇▇ for▇, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(eb) the Collateral Agent Trustee in its discretion may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentTrustee, the other Secured Parties Noteholders or any of their respective agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any Noteholder or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(c) the Trustee shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Trustee were the sole and absolute owner of the Collateral (and the Obligor agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 5.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.04.
Appears in 2 contracts
Sources: Pledge Agreement (Nu Tech Bio Med Inc), Pledge Agreement (Physicians Clinical Laboratory Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Probility Media Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Pledgors or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(c) upon notice thereof to each LLC Issuer and the Company by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Pledgors; and
(ed) the Collateral Administrative Agent may, may upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Pledgors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties Pledgors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Pledgors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request;
(b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) e. the Collateral Agent may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 2 contracts
Sources: Security Agreement (ProLink Holdings Corp.), Security Agreement (Satcon Technology Corp)
Events of Default, Etc. During any the period during which an Event ------------------------ of Default shall have occurred and be continuing:
(a) each Loan Party the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in the Agent's request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies 104 hereunder may be asserted, including the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) Business Days’ business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agentsplace, sell, lease, assign or otherwise Dispose dispose of all or any part of such the Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Lender or anyone else may be be-the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05, including by virtue of the exercise of the license granted to the Agent in Section 5.04(b) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.sale. 105
Appears in 1 contract
Sources: Security Agreement (Tech Electro Industries Inc/Tx)
Events of Default, Etc. During any period during which If an Event of Default shall have occurred under the Loan Documents occurs and be is continuing, then:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the The Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (and to the extent permitted by applicable law, whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(db) the The Collateral Agent in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the The Collateral Agent may, upon five ten (510) Business Days’ business days prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, assign sell or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of sale (except such notice as is required above above, or as is required by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee purchaser or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), ) of the Loan PartiesPledgor, any such demand, notice and or right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 8.04.
Appears in 1 contract
Sources: Pledge and Security Agreement (Iowa Telecommunications Services Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(bi) the Collateral Agent Bank may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(cii) the Collateral Agent Bank shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Bank were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(diii) the Collateral Agent Bank in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable ▇▇yable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(eiv) the Collateral Agent Bank may, upon five (5) 10 Business Days’ ' prior written notice to the Loan Parties Company (or upon such shorter notice, or without notice, as may be permitted under the Uniform Commercial Code) of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Bank or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Bank deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Bank may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Bank than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale of Collateral subject to the aforesaid prohibitions shall not be deemed to not have been made in a commercially reasonable manner. The Collateral Agent manner because such sale was effected at such a private sale and that the Bank shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective issuer thereof or obligor thereunder to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party a. Debtor shall, at the request of the Collateral AgentPurchaser, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Purchaser and Debtor, designated in its request;
(b) b. the Collateral Agent Purchaser may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) c. the Collateral Agent Purchaser shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Purchaser were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right);
(d) d. the Collateral Agent Purchaser in its discretion may, in its name or in the name of any Loan Party Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) e. the Collateral Agent Purchaser may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Debtor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentPurchaser, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Purchaser deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Purchaser or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtor, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and Debtor shall supply to the fullest extent permitted by lawPurchaser or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Purchaser may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Purchaser may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Debtor acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Purchaser than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Purchaser shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(eiii) Lender may, at its option, apply all or any part of the Collateral Agent to the Obligations in such order and priority as shall be selected by Lender;
(iv) Lender may, upon five ten (510) Business Days’ days' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released. Unless prohibited by applicable law, to the fullest extent permitted by law. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned;
(v) Lender may exercise all membership rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges;
(vi) Lender may accelerate the indebtedness secured hereby;
(vii) Lender may, in connection with a sale of the Pledged Interests, cause each purchaser of all or any part of any Pledged Interests to be admitted as a new member or owner of the Company to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of such Company to the extent such Pledged Interests are sold, and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee each Assignment of Interest executed and delivered by Pledgor and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Company;
(viii) Lender may exercise any and all rights and remedies of Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Charter Documents; and
(ix) all payments received, directly or indirectly, by Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement). The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and SECTION 6(d) shall be applied as provided in accordance with by Lender to the Default Priority of PaymentsObligations pursuant to SECTION 6(f) hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to Lender than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Lender shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Pledge and Security Agreement (Horizon Group Properties Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(eiii) Lender may, at its option, apply all or any part of the Collateral Agent to the Obligations in such order and priority as shall be selected by Lender;
(iv) Lender may, upon five ten (510) Business Days’ days' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released. Unless prohibited by applicable law, to the fullest extent permitted by law. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned;
(v) Lender may exercise all membership rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges;
(vi) Lender may accelerate the indebtedness secured hereby; 474
(vii) Lender may, in connection with a sale of the Pledged Interests, cause each purchaser of all or any part of any Pledged Interests to be admitted as a new member or owner of the Company to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of such Company to the extent such Pledged Interests are sold, and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee each Assignment of Interest executed and delivered by Pledgor and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Company;
(viii) Lender may exercise any and all rights and remedies of Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Charter Documents; and
(ix) all payments received, directly or indirectly, by Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement). The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and SECTION 6(d) shall be applied as provided in accordance with by Lender to the Default Priority of PaymentsObligations pursuant to SECTION 6(f) hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to Lender than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Lender shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Guarantor Pledge and Security Agreement (Horizon Group Properties Inc)
Events of Default, Etc. During If any period during which an Event default of Default the Obligations shall have occurred and be continuing:
: (aA) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Purchaser in its discretion may, in its name or in the name of any Loan Party Seller or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and
(eB) the Collateral Agent Purchaser in its discretion may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Seller of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Purchaser or any of their respective its agents, sell, assign sell or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Purchaser deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Purchaser or any other Secured Party or anyone else Person may be the purchaser, assignee purchaser or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesSeller, or any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Purchaser may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(C) Purchaser shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a Purchaser under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a Purchaser is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Purchaser were the sole and absolute owner of the Collateral (and Seller agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 5.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.04.
Appears in 1 contract
Sources: Asset Purchase Agreement (Genesis Media Group Inc /De/)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Pledgors or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Pledgors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Banks or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09 hereof. The Loan Parties Pledgors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Pledgors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (to the extent permitted by law whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be assertedincluding if the Administrative Agent has notified the Pledgor that it intends to exercise such right, including the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) upon and during the Collateral continuance of an Event of Default, the Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Pledgor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable ▇ayable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Administrative Agent may, upon five (5) not less than ten Business Days’ ' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Pledgor agrees that such ten Business Days' notice constitutes "reasonable notification" within the meaning of Section 9-504 of the UCC. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.04 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.08 hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other terms less favorable lower than if such sale were at a public sale andwithout such restrictions, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Pledge Agreement (Kinder Morgan Energy Partners L P)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in its request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);; AMENDED AND RESTATED SECURITY AGREEMENT
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Banks or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.04 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.08 hereof. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.sale. AMENDED AND RESTATED SECURITY AGREEMENT
Appears in 1 contract
Events of Default, Etc. The occurrence of any event or the existence of any condition specified as an "Event of Default" under the Credit Agreement shall constitute an "Event of Default" hereunder. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral The Agent shall reasonably request;
(b) the Collateral Agent may make any compromise have, in addition to all other rights provided herein or settlement deemed desirable with respect to any of the Collateral and may extend the time of paymentby law, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code ILUCC (regardless of whether or not the Uniform Commercial Code ILUCC is in effect in the law of the jurisdiction where the rights and or remedies are asserted) asserted and such additional rights regardless of whether the ILUCC applies to the affected Collateral), and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be assertedfurther the Agent may, including the rightwithout demand and, to the fullest extent permitted by applicable law, to exercise without advertisement, notice, hearing or process of law, all voting, consensual and other powers of ownership pertaining which each Obligor hereby waives to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion mayextent permitted by applicable law, in its name or in the name of any Loan Party or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of times, sell and deliver any or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the all Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash held by or for credit or for future delivery (without thereby assuming any credit risk), it at public or private sale, without demand at any securities exchange or broker's board or at the Agent's office or elsewhere, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its discretion. In the exercise of performance or notice of intention to effect any such Disposition or remedies, the Agent may sell the Collateral as a unit even though the sales price thereof may be in excess of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived)amount remaining unpaid on the Secured Obligations. Also, and if less than all the Collateral is sold, the Agent shall have no duty to marshal or apportion the part of the Collateral so sold as between the Obligors, or any other Secured Party or anyone else of them, but may be the purchaser, assignee or recipient of sell and deliver any or all of the Collateral so Disposed without regard to which of at the Obligors are the owners thereof. In addition to all other sums due any public sale Secured Party hereunder, each Obligor shall pay the Secured Parties all costs and expenses incurred by the Secured Parties, including reasonable attorneys' fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Secured Obligations or in the prosecution or defense of any action or proceeding by or against any Secured Party or any Obligor concerning any matter arising out of or connected with this Agreement or the Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (oror any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the extent permitted by lawObligors in accordance with Section 8.1 hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; provided, however, no notification need be given to a Obligor if such Obligor has signed, after an Event of Default hereunder has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. Any Secured Party may be the purchaser at any private such sale) and thereafter, to the fullest extent permitted by Requirements . Each Obligor hereby waives all of Law, hold the same absolutely, free its rights of redemption from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by lawsale. The Collateral Agent may, without notice or publication, adjourn any public or private sale may postpone or cause the same to be adjourned from time to time postponement of the sale of all or any portion of the Collateral by announcement at the time and place fixed for the of such sale, and such sale may may, without further notice, be made at any the time or and place to which the sale was postponed or the Agent may further postpone such sale by announcement made at such time and place. The Agent has no obligation to prepare the Collateral for sale. The Agent may sell or otherwise dispose of the Collateral without giving any warranties as to the Collateral or any part thereof, including disclaimers of any warranties of title or the like, and each Obligor acknowledges and agrees that the absence of such warranties shall not render the disposition commercially unreasonable.
(b) In addition to all other rights provided herein or by law, (i) the Agent shall have the right to take physical possession of any and all of the Collateral and anything found therein, the right for that purpose to enter without legal process any premises where the Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on the relevant Obligor's premises (each Obligor hereby agreeing, to the extent it may lawfully do so, to lease such premises without cost or expense to the Agent or its designee if the Agent so adjourned. The proceeds of each collectionrequests) or to remove the Collateral or any part thereof to such other places as the Agent may desire, sale (ii) the Agent shall have the right to direct any intermediary at any time holding any Investment Property or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account ofCollateral, or as a result of any issuer thereof, to deliver such Collateral or any part thereof to the exercise byAgent and/or to liquidate such Collateral or any part thereof and deliver the proceeds thereof to the Agent (including, without limitation, the Collateral Agent right to deliver a notice of any right of offset or banker’s lien or right of attachment or garnishment control with respect to any Collateral held in a securities account or commodities account and deliver all entitlement orders with respect thereto), (iii) the Agent shall have the right to exercise any and all rights with respect to all Deposit Accounts of each Obligor, including, without limitation, the right to direct the disposition of the funds in each Deposit Account and to collect, withdraw, and receive all amounts due or to become due or payable thereunder, and (iv) each Obligor shall, upon the Agent's demand, promptly assemble the Collateral and make it available to the Agent at a place reasonably designated by the Agent. If the Agent exercises its right to take possession of the Collateral, each Obligor shall also at its expense perform any and all other steps requested by the Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Agent, appointing overseers for the Collateral and maintaining Collateral records.
(c) All rights of the Obligors to exercise voting and/or consensual powers which they are entitled to exercise regarding the Collateral and/or to receive and retain the distributions regarding the Collateral, shall, at the option of the Agent, cease and thereupon become vested in the Agent, which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other consensual powers pertaining to the Collateral and/or to receive and retain the distributions which such Obligor would otherwise have been entitled to receive and shall then be entitled solely and exclusively to exercise any and all rights of conversion, exchange or subscription or any other rights, privileges or options pertaining to any Collateral as if the Agent were the absolute owner thereof including, without limitation, the rights to exchange, at its discretion, all Investment Property or any part thereof upon the merger, consolidation, reorganization, recapitalization or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of any such issuer or the Agent of any right, privilege or option pertaining to any Investment Property and, in connection therewith, to deposit and deliver the Investment Property or any part thereof with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine.
(d) In the event the Agent requests any Obligor to do so: (i) all Instruments and tangible Chattel Paper at any time constituting part of the Collateral (including any postdated checks) shall, upon receipt by such Obligor, be immediately endorsed to and deposited with Agent; and/or (ii) such Obligor shall instruct all customers and account debtors to remit all payments in respect of the Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent. The Agent or its designee may notify the relevant Obligor's customers and account debtors at any time that the Collateral has been assigned to the Agent or of the Agent's security interest therein, and either in its own name, or such Obligor's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described above), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on the Collateral, and in the Agent's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Collateral. Any proceeds of Collateral transmitted to or otherwise received by the Agent hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the "Depositary Banks" and individually a "Depositary Bank"), and each Obligor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent's convenience and that the Obligors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may apply all or any part of any proceeds of Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time on in its discretion determine. The Agent need not apply or give credit for any item included in proceeds of Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in, or otherwise acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit ofto be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Custodial Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Obligor subject to the security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Collateral to any such remittance account, upon the Agent's request, the relevant Obligor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Collateral from which the same arises or relates. Each Obligor hereby indemnifies the Secured Parties from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys' fees suffered or incurred by any Secured Party because of the maintenance of the foregoing arrangements; provided, however, that no Obligor shall be held required to indemnify any Secured Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Parties shall have no liability or responsibility to any Obligor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
(e) Without in any way limiting the foregoing, each Obligor hereby grants to the Agent a royalty-free irrevocable license and right to use all of such Obligor's patents, patent applications, patent licenses, trademarks, trademark registrations, trademark licenses, trade names, trade styles, and similar intangibles in connection with any foreclosure or other realization by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of on all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereofextent permitted by law. Each Loan Party acknowledges The license and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale right granted the Agent hereby shall be deemed to have been made in a commercially reasonable mannerwithout any royalty or fee or charge whatsoever. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of THE OBLIGORS RECOGNIZE THAT, BY REASON OF CERTAIN PROHIBITIONS CONTAINED IN THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or under applicable state securities lawsAND APPLICABLE STATE SECURITIES LAWS, even if such issuer would agree to do soTHE AGENT MAY BE COMPELLED, WITH RESPECT TO ANY SALE OF ALL OR ANY PART OF THE COLLATERAL, TO LIMIT PURCHASERS TO THOSE WHO WILL AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF. THE OBLIGORS ACKNOWLEDGE THAT ANY SUCH PRIVATE SALES MAY BE AT PRICES AND ON TERMS LESS FAVORABLE TO THE AGENT THAN THOSE OBTAINABLE THROUGH A PUBLIC SALE WITHOUT SUCH RESTRICTIONS, AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREE THAT TO THE EXTENT ANY SUCH PRIVATE SALE IS CONDUCTED BY THE AGENT IN A COMMERCIALLY REASONABLE MANNER, THE AGENT SHALL HAVE NO OBLIGATION TO ENGAGE IN PUBLIC SALES AND NO OBLIGATION TO DELAY THE SALE OF ANY COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE OBLIGORS, OR THE ISSUER THEREOF, TO REGISTER IT FOR PUBLIC SALE. IN THE EVENT THE AGENT IN GOOD FAITH BELIEVES ANY OF THE COLLATERAL CONSTITUTES RESTRICTED SECURITIES WITHIN THE MEANING OF ANY APPLICABLE SECURITIES LAWS, ANY DISPOSITION THEREOF IN COMPLIANCE WITH SUCH LAWS SHALL NOT RENDER THE DISPOSITION COMMERCIALLY UNREASONABLE.
Appears in 1 contract
Sources: Guarantee and Security Agreement (Fifth Street Finance Corp)
Events of Default, Etc. During If any period during which an Event of Default shall have has ---------------------- occurred and be is continuing:
(a) each Loan The Secured Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(eb) the Collateral Agent Secured Party in its discretion may, upon five (5) Business Days’ 5 business days' prior written notice to the Loan Parties Obligor of the time and place (orplace, if such sale is to take place on an established exchange sell, lease or other recognized market, prior to the time otherwise dispose of such sale or other Disposition), with respect to the Collateral all or any part thereof which shall of the Collateral that then be is or shall thereafter come subsequently comes into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of all or any or all part of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, and the Obligor hereby waives and releases any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by lawequity. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that sale may be made at any time or place to which the sale may be so adjourned; and
(c) the Secured Party shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where any such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Secured Party were the sole and absolute owner of the Collateral (and the Obligor shall take all such action as may be appropriate to give effect to that right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 6.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 6.04.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Grantor shall, at the request of the Collateral AgentTrustee, assemble the Shared Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and such Grantor, designated in the Collateral Trustee's request;
(b) the Collateral Trustee may (acting at the request or with the consent of the Collateral Agent may or the Requisite Secured Parties as provided in Section 3.04(b) of the Sharing Intercreditor Agreement) make any reasonable compromise or settlement deemed desirable with respect to any of the Shared Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Shared Collateral;
(c) the Collateral Agent Trustee shall have all of the rights and remedies with respect to the Shared Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Shared Collateral as if the Collateral Agent Trustee were the sole and absolute owner thereof (and each Loan Party Grantor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Trustee in its discretion may, in its name or in the name of any Loan Party Grantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Shared Collateral, but shall be under no obligation to do so; and
(e) the Collateral Trustee may (acting at the request or with the consent of the Collateral Agent mayor the Requisite Secured Parties as provided in Section 3.04(b) of the Sharing Intercreditor Agreement), upon five (5) ten Business Days’ ' prior written notice to the Loan Parties Grantors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Shared Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentTrustee, the other Sharing Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Shared Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Sharing Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Shared Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, thereafter to the fullest extent permitted by Requirements of Law, law hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09. The Loan Parties Grantors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Trustee (acting at the request or with the consent of the Collateral Agent or the Requisite Secured Parties as provided in Section 3.04(b) of the Sharing Intercreditor Agreement) may be compelled, with respect to any sale of all or any part of the Shared Collateral, to limit purchasers to those who will agree, among other things, to acquire the Shared Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Grantors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Trustee than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The manner and that the Collateral Agent Trustee shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Shared Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to Permitted Liens:
(a) each Loan Party Debtor shall, at the request of the [Collateral Agent] or its Representative, assemble the Collateral owned by and make it available to the [Collateral Agent] or its Representative at such a place or placesplaces designated by the [Collateral Agent] or its Representative which are reasonably convenient to the [Collateral Agent] or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the [Collateral Agent Agent] or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the [Collateral Agent Agent] shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon three (3) Trading Days’ prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the [Collateral Agent Agent] were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the [Collateral Agent] or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the [Collateral Agent Agent] or its Representative in its discretion may, in its the name of the [Collateral Agent] or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the [Collateral Agent Agent] or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the [Collateral Agent] or a Secured Party;
(f) the [Collateral Agent] may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time [Collateral Agent] in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the [Collateral Agent, the other Secured Parties ] or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the [Collateral Agent Agent] deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the [Collateral Agent or any other Secured Party Agent] or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The [Collateral Agent Agent] may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the [Collateral Agent] or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The [Collateral Agent] may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the [Collateral Agent] will be exclusive of or dependent on any other. The [Collateral Agent] may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 1 contract
Sources: Security Agreement (Agriforce Growing Systems Ltd.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party the Grantors shall, at the request of the Collateral Agent, assemble the Collateral owned by it them at such place or places, as reasonably convenient to the Collateral Agent shall reasonably and the Grantors, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees the Grantors agree to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Grantors or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Grantors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, which the Grantors agree constitutes reasonable prior to the time of such sale or other Dispositionnotice), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other holders of the Secured Parties Obligations or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other holder of any Secured Party Obligation or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the IP Collateral, the goodwill connected with and symbolized by the IP Collateral subject to the fullest extent permitted by lawsuch disposition shall be included. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05, including by virtue of the exercise of the license granted to the Collateral Agent in Section 5.04(b), shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.08. The Loan Parties Grantors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Grantors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The manner and that the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under sale. The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Securities Act of 1933, as amendedCollateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that each Grantor lawfully may, the Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Grantor hereby irrevocably waives the benefits of all such laws. Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state securities lawsstate, even if provincial, or federal law requirements in connection with a disposition of the Collateral, such issuer would agree to do socompliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral.
Appears in 1 contract
Sources: Security Agreement (Motient Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) the Secured Party may exercise any rights, remedies, powers, privileges and claims of the Borrower under any Operative Document or under an instrument or agreement pursuant to which an item of Collateral is issued, including the right to give any consent, request, notice, direction, approval, extension or waiver under any Operative Document or under an instrument or agreement pursuant to which an item of Collateral is issued subject in each Loan Party case to the terms thereof and the terms hereof, and any right of the Borrower to take such action shall be suspended;
(b) the Borrower shall, at the request of the Collateral AgentSecured Party, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Secured Party and the Borrower, designated in the Secured Party’s request;
(bc) the Collateral Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any a commercially reasonable manner the terms of, any of the Collateral;
(cd) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party the Borrower agrees to take all such action as may be appropriate to give effect to such right);
(de) the Collateral Agent in its discretion Secured Party may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ef) (i) the Collateral Agent Secured Party may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an the New York Stock Exchange or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, Party sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.
Appears in 1 contract
Sources: Security Agreement
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(c) upon notice thereof to each LLC Issuer and the Company by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Company; and
(ed) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Events of Default, Etc. During any the period during ------------------------- which an Event of Default shall have occurred and be continuing:
(ai) each Loan Party the Company shall, at the request of the Collateral AgentBank, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Bank and the Company, designated in its request;
(bii) the Collateral Agent Bank may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(ciii) the Collateral Agent Bank shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled ========================================================================== under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Bank were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(div) the Collateral Agent Bank in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, sue f▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ev) the Collateral Agent Bank may, upon five (5) 10 Business Days’ ' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentBank, the other Secured Parties or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Bank deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.Section
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing, subject to the rights of holders of Permitted Liens:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time; and
(h) each Debtor, Secured Party and each Debtor’s bank shall enter into a deposit account control agreement in form and substance satisfactory to Secured Party that is sufficient to give Secured Party “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and which directs such bank to transfer such funds so deposited on a daily basis, or at other times acceptable to Secured Party, to Secured Party, either to any account maintained by Secured Party at said bank or by wire transfer to appropriate account(s) at Secured Party. All funds deposited in such Deposit Accounts shall immediately become subject to the security interest of Secured Party for its own benefit, and Secured Party shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Secured Party shall apply all funds received by it from the Deposit Accounts to the satisfaction of the Obligations. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 1 contract
Sources: Security Agreement
Events of Default, Etc. During any the period during ------------------------- which an Event of Default shall have occurred and be continuing:
(ai) each Loan Party the Company shall, at the request of the Collateral AgentBank, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Bank and the Company, designated in its request;
(bii) the Collateral Agent Bank may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(ciii) the Collateral Agent Bank shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled ========================================================================== under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Bank were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(div) the Collateral Agent Bank in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ev) the Collateral Agent Bank may, upon five (5) 10 Business Days’ ' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentBank, the other Secured Parties or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Bank deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.Section
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may (with the consent of the Lender) make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may with the consent of the Lender) extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Effective following the occurrence and during the continuance of an Event of Default, each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent in Secured Party or its discretion mayRepresentative shall have the right, at the direction of the Lender, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, to demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent maySecured Party or its Representative shall have the right, at the direction of the Lender, to take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party shall have the right, at the direction of the Lender, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentSecured Party or its Representative), the other Secured Parties or any of their respective agentsto sell, selllease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party (at the direction of the Lender) deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or Lender or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, and at the direction of the Lender shall, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the Secured Party may, and at the direction of the Lender shall, proceed to perform any and all of the obligations of any Debtor contained in any Contract and exercise any and all rights of a Debtor therein contained as such Debtor itself could;
(h) the Secured Party shall have the right to use any Debtor’s rights under any Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder; and
(i) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Loan Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Canadian Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Canadian Administrative Agent were the sole and absolute owner thereof (and each Loan Party Canadian Borrower agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Canadian Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Canadian Borrowers or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Canadian Administrative Agent may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Canadian Borrowers of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Canadian Administrative Agent, the other Secured Parties Canadian Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Canadian Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Canadian Administrative Agent or any other Secured Party Canadian Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCanadian Borrowers, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Canadian Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties Canadian Borrowers recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Canadian Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Canadian Borrowers acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Canadian Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Canadian Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Securing Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Securing Party, designated in the Collateral Agent's request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Securing Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Securing Party or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; andand NON-SHARING SECURITY AND GUARANTEE AGREEMENT
(e) the Collateral Agent may, upon five (5) ten Business Days’ ' prior written notice to the Loan Securing Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Securing Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Securing Parties shall supply to the Collateral Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 6.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 6.09. The Loan Securing Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Securing Parties acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The manner and that the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Company or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During If any period during which an Event of Default shall have occurred occurs and be is continuing:
(a) each Loan Party the Collateral Agent may exercise the rights and remedies with respect to this Agreement as more particularly provided herein or in the other Hedging Facility Documents;
(b) The Grantor shall, at upon the reasonable request of the Collateral Agent, assemble the Collateral owned by it (and not otherwise in the possession of the Collateral Agent) at such place or places, as reasonably convenient to the Collateral Agent shall reasonably and the Grantor, designated in such request, including the premises of the Grantor;
(bc) the Collateral Agent may (but will not be obligated to), without notice to the Grantor and at such times as the Collateral Agent in its sole discretion may determine, exercise any or all of the rights of the Grantor in, to and under, or in any way connected to the Collateral;
(d) the Collateral Agent may (but will not be obligated to) make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may (but will not be obligated to) extend the time of payment, arrange for payment in installments, or otherwise modify in the terms, of all or any manner the terms of, any part of the Collateral;
(ce) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code may (whether or but will not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such rightobligated to);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Grantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(ef) the Collateral Agent maymay (but will not be obligated to), upon five (5) 10 Business Days’ prior written notice to the Loan Parties Grantor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agentsplace, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateralthe Collateral owned by that the Grantor, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery credit bid of Secured Obligations (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute Law and cannot be waived). If Collateral Agent is directed to credit bid the Secured Obligations at any such sale or other disposition as set forth in Section 8.2 of the Secured Hedging Facility Agreement, and then all Hedge Providers will be bound by that direction. If the Collateral Agent is not so directed to credit bid the Secured Obligations, then any Secured Party may credit bid the Secured Obligations owing to it at that sale or other disposition. The Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the maximum extent permitted by lawapplicable Law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantor, any such demand, notice and right or equity being hereby expressly waived and released, released to the fullest maximum extent permitted by lawapplicable Law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Collateral may be sold in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Collateral Agent, at the Collateral Agent’s place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms as the Collateral Agent deems appropriate. The Collateral Agent may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable Law. Upon any public or private sale the Collateral Agent may deliver, assign and transfer to the purchaser thereof the Collateral so sold. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Collateral Agent shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the full selling price is paid by the purchaser thereof, but neither the Collateral Agent nor any Secured Party will incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be sold pursuant to the provisions hereof; provided that if the Event of Default has been cured, remedied or waived during that time period such Collateral will not be sold. All cash proceeds of any such sale, and any other realization upon all or any part of the Collateral may, in the discretion of the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ held by the Collateral Agent as collateral for or applied then or at any time thereafter, in whole or in part, by the Collateral Agent for the benefit of the Secured Parties to the payment and satisfaction of the Secured Obligations in accordance with Section 7.6;
(g) upon request of the Collateral Agent, the Grantor shall promptly notify (and the Grantor hereby authorizes the Collateral Agent to so notify) each Account Debtor in respect of any Accounts or Instruments of that the Grantor that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent;
(h) the Collateral Agent may, but will not be obligated to, render unusable any of the Collateral;
(i) the Collateral Agent may (but will not be obligated to) deliver a notice of exclusive control to a Bank, Commodity Intermediary or Securities Intermediary pursuant to any control agreement then in effect; and
(j) the Collateral Agent will have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured creditor under the UCC (whether or not the UCC is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured creditor is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers or privileges under this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by Law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner of the Collateral (and the Grantor shall take all such action as reasonably requested by the Collateral Agent to give effect to that right). The Collateral Agent shall apply the proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into 7.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the Custodial Account care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and applied the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, in accordance with Section 7.6, and only after such application and after the Default Priority of Payments and any amounts obtained payment by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right other amount required by any provision of offset or banker’s lien or right Law, including, without limitation, Section 9-615 of attachment or garnishment with respect to any funds at any time and from time to time on deposit inthe UCC, or otherwise to the credit of, the Custodial Account shall be held by need the Collateral Agent as additional collateral security account for the repayment surplus, if any, to the Grantor. To the extent permitted by applicable Law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the Secured Obligations exercise by them of any rights hereunder. Each and every method of disposition of the Collateral described in this Agreement shall be applied as provided constitute disposition in accordance with the Default Priority of Paymentsa commercially reasonable manner. The Loan Parties recognize Collateral Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral. The Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933Act, as amended, and applicable state securities lawsLaws, the Collateral Agent may be compelled, subject to the notice provision as provided in paragraph (f) of this Section 7.1, with respect to any sale of all or any part of the CollateralCollateral constituting a security (as such term is defined in the Securities Act), to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Grantor acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall will not be deemed to have been made in a commercially reasonable manner. The unreasonable manner by reason of such less favorable terms and that the Collateral Agent shall be under will have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer Grantor or the Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amendedAct, or under applicable state securities lawsLaws, even if such grantor or issuer would agree to do so. The Grantor agrees to use its best efforts to do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this Section 7.1 valid and binding and in compliance with any and all other applicable Laws. The Grantor further agrees that a breach of any of the covenants contained in this Section 7.1 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.1 shall be specifically enforceable against the Grantor, and the Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.
Appears in 1 contract
Sources: Secured Hedging Facility Agreement (Atlas Resource Partners, L.P.)
Events of Default, Etc. During Subject to the provisions hereof, if any period during which an Event of Default shall have occurred and be continuing, the Company agrees for the benefit of the Parity Lien Secured Parties that:
(a) each Loan Party shall, at the request of the Collateral AgentTrustee in its sole discretion may require the Company to, and the Company shall, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and the Company, designated in the Collateral Trustee’s request;
(b) the Collateral Agent Trustee in its sole discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, of all or any part of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Trustee in its sole discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(ed) the Collateral Agent Trustee in its sole discretion may, upon five (5) 10 Business Days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the Trustee or any other Secured Parties Party or any of their respective agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places and at such time or times as the Collateral Agent Trustee deems best, and for Cash or for cash, on credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition of or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Secured Party or anyone else any other Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, released to the fullest extent permitted by lawapplicable Government Rule. The Collateral Agent Trustee shall not be obligated to make any sale pursuant to any such notice. The Collateral Trustee may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable Government Rule. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Trustee until the full selling price is paid by the purchaser thereof, but neither the Collateral Trustee nor any other Secured Party shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be sold pursuant to the provisions hereof;
(e) the Collateral Trustee shall have, and in its sole discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by applicable Government Rule, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Trustee were the sole and absolute owner of the Collateral (and the Company agrees to take all such action as may be appropriate to give effect to such right);
(f) the Collateral Trustee for the benefit of the Parity Lien Secured Parties may exercise the voting and other consensual rights the Company would otherwise be entitled to exercise in the Investment Property and the rights of the Company therein shall immediately cease and, upon such exercise by the Collateral Trustee, all such rights shall thereupon become vested in the Collateral Trustee for the benefit of the Parity Lien Secured Parties, which shall thereupon have the sole right to exercise such voting and other consensual rights and the Company shall, at its sole cost and expense, deliver to the Collateral Trustee for the benefit of the Parity Lien Secured Parties all proxies and other instruments as the Collateral Trustee may reasonably request to exercise such voting and consensual rights; and
(g) all rights of the Company to receive distributions from Investment Property which it would otherwise be authorized to receive and retain hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Trustee for the benefit of the Secured Parties, which shall thereupon have the sole right to receive and hold as Collateral and the Company shall, at its sole cost and expense, deliver to the Collateral Trustee for the benefit of the Parity Lien Secured Parties all dividend payment orders and other instruments as the Collateral Trustee for the benefit of the Secured Parties may reasonably request to receive all dividends and other distributions which it may be entitled to receive hereunder. The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 6.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority Section 6.04. It shall be a condition precedent to any sale or transfer of Payments and any amounts obtained by the Collateral Agent on account of, that such purchaser or as a result transferee thereof enter into an assumption agreement substantially in the form of the exercise byAssumption Agreement unless, at the time of each such transfer, Cheniere or any of its direct or indirect affiliates, joint ventures, and subsidiaries that are involved in the LNG business have under contract at one or more LNG facilities it retains, the Collateral Agent right and obligation to process and receive a tariff for processing at least one billion cubic feet of gas per day, for a period of at least five years following such transfer of assets. To the extent any right of offset purchaser or banker’s lien or right of attachment or garnishment with respect transferee is required to enter into any funds at any time and from time to time on deposit insuch assumption agreement, or otherwise to the credit of, the Custodial Account it shall be held by assigned the Collateral Agent as additional collateral security for the repayment benefits of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsCrest Cheniere Indemnity. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the CollateralCollateral constituting Investment Property, to limit purchasers to those who will agree, among other things, to acquire the such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company for the benefit of the Parity Lien Secured Parties acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Collateral Trustee than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The manner and that the Collateral Agent Trustee shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral constituting Investment Property for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under sale. The Company acknowledges that the Securities Act Collateral Trustee shall have no obligation to ▇▇▇▇▇▇▇▇ any of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sothe Collateral.
Appears in 1 contract
Sources: Parity Lien Security Agreement (Cheniere Energy Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(ai) each Loan Party the Borrower shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Borrower, designated in its request;
(bii) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(ciii) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Borrower agrees to take all such action as may be appropriate to give effect to such right);
(div) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time ti▇▇ payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; andand BORROWER SECURITY AGREEMENT
(ev) the Collateral Agent may, upon five (5) 10 Business Days’ ' prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Banks or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Borrower shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05, including by virtue of the exercise of the license granted to the Agent in Section 5.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09 hereof. The Loan Parties recognize Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Borrower acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During If any period during which an Event of Default shall have occurred occurs and be is continuing:
(a) each the Administrative Agent may exercise the rights and remedies with respect to this Agreement as more particularly provided herein or in the other Loan Party Documents;
(b) Each Grantor shall, at upon the reasonable request of the Collateral Administrative Agent, assemble the Collateral owned by it (and not otherwise in the possession of the Administrative Agent) at such place or places, as reasonably convenient to the Collateral Administrative Agent shall reasonably and the Grantor, designated in such request, including the premises of the Grantor;
(bc) the Collateral Administrative Agent may (but will not be obligated to), without notice to any Grantor and at such times as the Administrative Agent in its sole discretion may determine, exercise any or all of the rights of each Grantor in, to and under, or in any way connected to the Collateral;
(d) the Administrative Agent may (but will not be obligated to) make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may (but will not be obligated to) extend the time of payment, arrange for payment in installments, or otherwise modify in the terms, of all or any manner the terms of, any part of the Collateral;
(ce) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code may (whether or but will not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such rightobligated to);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Grantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(ef) the Collateral Administrative Agent maymay (but will not be obligated to), upon five (5) 10 Business Days’ prior written notice to the Loan Parties any Grantor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agentsplace, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateralthe Collateral owned by that Grantor, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery credit bid of Secured Obligations (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute Law and cannot be waived). If the Required Lenders direct the Administrative Agent to credit bid the Secured Obligations at any such sale or other disposition, and then all Lenders will be bound by that direction. If the Collateral Required Lenders do not direct the Administrative Agent to credit bid the Secured Obligations, then any Secured Creditor may credit bid the Secured Obligations owing to it at that sale or other disposition. The Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the maximum extent permitted by lawapplicable Law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Partiesany Grantor, any such demand, notice and right or equity being hereby expressly waived and released, released to the fullest maximum extent permitted by lawapplicable Law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Collateral may be sold in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Administrative Agent, at the Administrative Agent’s place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms as the Administrative Agent deems appropriate. The Administrative Agent may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable Law. Upon any public or private sale the Administrative Agent may deliver, assign and transfer to the purchaser thereof the Collateral so sold. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Administrative Agent shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the full selling price is paid by the purchaser thereof, but neither the Administrative Agent nor any Secured Creditor will incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be sold pursuant to the provisions hereof; provided that if the Event of Default has been cured, remedied or waived during that time period such Collateral will not be sold. All cash proceeds of any such sale, and any other realization upon all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for or applied then or at any time thereafter, in whole or in part, by the Administrative Agent for the benefit of the Secured Creditors to the payment and satisfaction of the Secured Obligations in accordance with Section 7.6;
(g) upon request of the Administrative Agent, each Grantor shall promptly notify (and each Grantor hereby authorizes the Administrative Agent to so notify) each Account Debtor in respect of any Accounts or Instruments of that Grantor that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent;
(h) the Administrative Agent may, but will not be obligated to, render unusable any of the Collateral;
(i) the Administrative Agent may (but will not be obligated to) deliver a notice of exclusive control to a Bank, Commodity Intermediary or Securities Intermediary pursuant to any control agreement then in effect; and
(j) the Administrative Agent will have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured creditor under the UCC (whether or not the UCC is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured creditor is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers or privileges under this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by Law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner of the Collateral (and each Grantor shall take all such action as reasonably requested by the Administrative Agent to give effect to that right). The Administrative Agent shall apply the proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into 7.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the Custodial Account care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and applied the other Secured Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, in accordance with Section 7.6, and only after such application and after the Default Priority of Payments and any amounts obtained payment by the Collateral Administrative Agent on of any other amount required by any provision of Law, including, without limitation, Section 9-615 of the UCC, need the Administrative Agent account offor the surplus, if any, to any Grantor. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or as a result any other Secured Creditor arising out of the exercise by, by them of any rights hereunder. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. The Administrative Agent of may appoint any right of offset Person as agent to perform any act or banker’s lien acts necessary or right of attachment or garnishment with respect incident to any funds at any time and from time to time on deposit in, sale or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment transfer of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsCollateral. The Loan Parties Grantors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933Act, as amended, and applicable state securities lawsLaws, the Collateral Administrative Agent may be compelled, subject to the notice provision as provided in paragraph (f) of this Section 7.1, with respect to any sale of all or any part of the CollateralCollateral constituting a security (as such term is defined in the Securities Act), to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Grantors acknowledge that any such private sale may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall will not be deemed to have been made in a commercially reasonable manner. The Collateral unreasonable manner by reason of such less favorable terms and that the Administrative Agent shall be under will have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer applicable Grantor or the Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amendedAct, or under applicable state securities lawsLaws, even if such grantor or issuer would agree to do so. Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Interests pursuant to this Section 7.1 valid and binding and in compliance with any and all other applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 7.1 will cause irreparable injury to the Administrative Agent and the other Secured Creditors, that the Administrative Agent and the other Secured Creditors have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.1 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.
Appears in 1 contract
Events of Default, Etc. (i) During any the period during which an Event of Default shall have occurred and be continuing:
(aA) each Loan Party the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request;
(bB) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the CollateralCollateral with the consent of the Company, which shall not be unreasonably withheld;
(cC) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(dD) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(eE) the Collateral Agent may, upon five thirty (530) Business Days’ business days, prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. .
(ii) The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4(e), including by virtue of the exercise of the license granted to the Agent in Section 4(d)(i) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. Section 4(i) hereof.
(iii) The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Security Purchase Agreement (Safety Quick Lighting & Fans Corp.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral Agent, assemble the Pledged Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Debtor, designated in its request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms ofterms, of any of the Pledged Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Debtors or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Pledged Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Pledged Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Debtors shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05, including by virtue of the exercise of the license granted to the Agent in Section 5.04(b) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09 hereof. The Loan Parties Debtors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Debtors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Pledged Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale. The Agent agrees that any public or private sale under of the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soPledged Collateral will be held in a commercially reasonable manner.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to Permitted Liens:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor;
(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon one (1) Trading Day’s prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party;
(f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the Collateral Agent, shall, upon one (1) Trading Day’s prior written notice to each Debtor, have the right (in its sole and absolute discretion) to cause each of the pledged securities to be transferred of record into the name of the Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Collateral Agent and to the extent permitted by the documentation governing such pledged securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing pledged securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Debtor shall take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 4.5(g);
(h) all rights of any Debtor to dividends, interest, principal or other distributions that such Debtor is entitled to receive shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the pledged Collateral hereunder. All dividends, interest, principal or other distributions received by any Debtor contrary to the provisions of Section 4.5(g) or this Section 4.5(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent); and
(i) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at : the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(d) ; the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Pledgors or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
upon notice thereof to each LLC Issuer and the Company by the Administrative Agent, (ei) the Collateral Administrative Agent may, may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Pledgors; and the Administrative Agent may upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Pledgors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties Pledgors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Pledgors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Holdings shall, at the request of the Collateral Administrative Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Administrative Agent shall reasonably and Holdings, designated in its request;
(b) the Collateral Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Holdings agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party Holdings or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Holdings of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Administrative Agent or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesHoldings, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. Holdings Guaranty and Pledge Agreement The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 6.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 6.08. The Loan Parties recognize Holdings recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Holdings acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof Holdings to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request;
(b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property pro▇▇▇ty at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) e. the Collateral Agent may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm's length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing and, in each case, subject to the terms of the Intercreditor and Subordination Agreements:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in its request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) Business Daysten days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, any of the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Obligors shall supply to the fullest extent permitted by lawCollateral Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds Proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into 5.05, including by virtue of the Custodial Account and applied in accordance with exercise of the Default Priority of Payments and any amounts obtained by license granted to the Collateral Agent on account ofin Section 5.04(b), or as a result shall, subject to the terms of the exercise byIntercreditor and Subordination Agreements, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Paymentsmanner specified in Section 5.09. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Equity Borrower or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Pledgor or otherwise, demand, sue ▇▇▇ for▇, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Agent may, upon five (5) Business Days’ 30 days' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such the Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk)delivery, at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.08. The Loan Parties Pledgor recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Pledgor acknowledge Motorola Pledge Agreement 288 -6- that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The manner and that the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Company or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Iridium Facilities Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing, subject to the rights of holders of Permitted Liens:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party;
(f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time; and
(h) each Debtor, Secured Party and each Debtor’s bank shall enter into a deposit account control agreement in form and substance satisfactory to Secured Party that is sufficient to give Secured Party “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and which directs such bank to transfer such funds so deposited on a daily basis, or at other times acceptable to Secured Party, to Secured Party, either to any account maintained by Secured Party at said bank or by wire transfer to appropriate account(s) at Secured Party. All funds deposited in such Deposit Accounts shall immediately become subject to the security interest of Secured Party for its own benefit, and Secured Party shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Secured Party shall apply all funds received by it from the Deposit Accounts to the satisfaction of the Obligations. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 1 contract
Sources: Security Agreement (Health-Right Discoveries, Inc.)
Events of Default, Etc. During any Subject to Section 4.06 hereof, during the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, sue ▇▇▇ for▇, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; andand Pledge Agreement
(ec) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Banks or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.10 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.sale. Pledge Agreement
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Financial Inc /De/)
Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuingoccurred:
(a) each Loan Party Agent in its discretion may require the Company to, and the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both Agent and the Collateral Agent shall reasonably Company, designated in Agent's request;
(b) the Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or payabl▇ ▇r receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and;
(ed) the Collateral Agent in its discretion may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, license or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the fullest extent permitted by lawCompany shall supply to Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and
(e) Agent shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Agent were the sole and absolute owner of the Collateral (and the Company agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 SECTION 6.01 and of the exercise of the license granted to Agent in SECTION 2.02 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSECTION 6.04.
Appears in 1 contract
Sources: Securities Purchase Agreement (Telscape International Inc)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Subsidiary Guarantor shall, at the request of the Collateral Administrative Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Administrative Agent shall reasonably and such Subsidiary Guarantor, designated in its request;
(b) the Collateral Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party such Subsidiary Guarantor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the relevant Subsidiary Guarantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property Property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties relevant Subsidiary Guarantor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Partiessuch Subsidiary Guarantor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and such Subsidiary Guarantor shall supply to the fullest extent permitted by lawAdministrative Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 6.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 6.04(b) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 6.09 hereof. The Loan Parties recognize Each Subsidiary Guarantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Subsidiary Guarantor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Subsidiary Guarantee and Security Agreement (United Stationers Supply Co)
Events of Default, Etc. During any the period during which an Event of Default (as defined in the Debenture Agreement) shall have occurred and be continuing:
(a) each Loan Party the Company shall, at the request of the Collateral AgentSecured Party, assemble the Collateral owned by and make it available to Secured Party at such a place or placesplaces designated by the Secured Party which are reasonably convenient to Secured Party, as the Collateral Agent shall reasonably requestapplicable;
(b) the Collateral Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party Secured Party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party Secured Party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. The Company hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. The Company hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent Secured Party, in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a the Company or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party may take immediate possession and occupancy of any premises owned, used or leased by a the Company and exercise all other rights and remedies which may be available to the Secured Party; and
(f) the Secured Party may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale which notice the Company hereby agree is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agentsParty, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.3 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor;
(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) subject to all applicable laws, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon one (1) Trading Day’s prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;
(d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party;
(f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 Trading Days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;
(g) the Collateral Agent, shall, upon one (1) Trading Day’s prior written notice to each Debtor, have the right (in its sole and absolute discretion) to cause each of the pledged securities to be transferred of record into the name of the Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Collateral Agent and to the extent permitted by the documentation governing such pledged securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing pledged securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Debtor shall will take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 4.5(g);
(h) all rights of any Debtor to dividends, interest, principal or other distributions that such Debtor is entitled to receive shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the pledged Collateral hereunder. All dividends, interest, principal or other distributions received by any Debtor contrary to the provisions of Section 4.5(g) or this Section 4.5(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent); and
(i) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.
Appears in 1 contract
Sources: Security Agreement (cbdMD, Inc.)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Pledgor or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Events of Default, Etc. During any the period during which an Event of Default under the Loan Agreement shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(bi) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);
(dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party the Parent Guarantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(eiii) the Collateral Agent Lender may, upon five (5) Business Days’ 15 business days' prior written notice to the Loan Parties Parent Guarantor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign sell or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of sale (except such notice as is in required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee purchaser or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), ) of the Loan PartiesParent Guarantor, any such demand, notice and or right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with Section 5.09; and
(iv) the Default Priority Lender shall be entitled to notify Vitelco to make payment of Payments amounts due under the Advisory Agreement directly to the Lender, and any amounts obtained payments received by the Collateral Agent Parent Guarantor contrary to the instructions of the Lender on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time Advisory Agreement shall be immediately endorsed and from time to time on deposit in, or otherwise delivered to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soLender.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (Emerging Communications Inc)
Events of Default, Etc. During any the period during which an Event ---------------------- of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Pledgees shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) ), and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Pledgees were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Agent Pledgees in its their discretion may, in its their name or in the name of any Loan Party the Pledgor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, and may discharge, cancel or grant any acquittance with respect to any of the Collateral (whether or not any amounts thereof shall have been paid or the Pledgees or the Pledgor shall have received any, or adequate, consideration therefor), but shall be under no obligation to do so; and;
(ec) the Collateral Agent Pledgees may, upon if an Event of Default is not cured within five (5) days after notice to the Pledgor, upon 10 Business Days’ ' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Pledgees or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems Pledgees deem best, and for Cash cash or for credit on credit, or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Pledgees or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Pledgees may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. ; and
(d) The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.4 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.7 hereof. ------- ------- The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable state securities laws, the Collateral Agent Pledgees may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Pledgees than if such sale were those obtainable through a public sale with such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Pledgees shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Pledge Agreement (Immunex Corp /De/)
Events of Default, Etc. During any the period during which an Event of Default or a Trigger Event shall have occurred and be continuing:
: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
; (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so522144.000028 21651939.2 ▇▇▇▇▇▇▇▇.▇.
Appears in 1 contract
Sources: Guarantee, Pledge and Security Agreement (Capital Southwest Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request;
(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, ▇s▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least ten Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Medley Capital Corp)
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:be
(a) the Secured Party may exercise any rights, remedies, powers, privileges and claims of the Borrower under any Operative Document or under an instrument or agreement pursuant to which an item of Collateral is issued, including the right to give any consent, request, notice, direction, approval, extension or waiver under any Operative Document or under an instrument or agreement pursuant to which an item of Collateral is issued subject in each Loan Party case to the terms thereof and the terms hereof, and any right of the Borrower to take such action shall be suspended;
(b) the Borrower shall, at the request of the Collateral AgentSecured Party, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Secured Party and the Borrower, designated in the Secured Party’s request;
(bc) the Collateral Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any a commercially reasonable manner the terms of, any of the Collateral;
(cd) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party the Borrower agrees to take all such action as may be appropriate to give effect to such right);
(de) the Collateral Agent in its discretion Secured Party may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ei) the Collateral Agent Secured Party may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an the New York Stock Exchange or any other established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, Party sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. .
(ii) The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Borrower acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Secured Party than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that to the extent any such private sale shall be deemed to have been made is conducted by the Secured Party in a commercially reasonable manner. The Collateral Agent , the Secured Party shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Borrower, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Security Agreement
Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing, but subject in each case to the applicable provisions of the Junior Intercreditor Agreement:
(a) each Loan Securing Party shall, at the request of the Collateral AgentTrustee, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and such Securing Party, designated in the Trustee's request;
(b) the Collateral Agent Trustee may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Trustee shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Trustee were the sole and absolute owner thereof (and each Loan Securing Party agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Trustee in its discretion may, in its name or in the name of any Loan Securing Party or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(e) the Collateral Agent Trustee may, upon five (5) ten Business Days’ ' prior written notice to the Loan Securing Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentTrustee, the other Junior Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Junior Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Securing Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Securing Parties shall supply to the Trustee or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09. The Loan Securing Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Securing Parties acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Trustee than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Trustee shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Company or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
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Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party the Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as applicable, and the Collateral Agent shall reasonably requestDebtor;
(b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party the Debtor agrees to take all such action as may be appropriate to give effect to such right);
(d) the Collateral Agent Secured Party or its Representative in its discretion maytheir discretion, in its the name of the Secured Party or in the name of any Loan Party the Debtor or otherwise, may demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and;
(e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by the Debtor and exercise all other rights and remedies of an assignee which may be available to the Secured Party; and
(f) the Secured Party may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Debtor of the time and place (or, if such sale which notice the Debtor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.
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Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing:
(a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right);
(db) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, ▇▇▇ sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(ec) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Bank, the Note Holders, the LC Provider or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Agent, the Bank, any Note Holder or any other Secured Party the LC Provider or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.06 shall be deposited into the Custodial Account and applied in accordance with the Default Priority Section 4 of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsAgency Agreement. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The manner and that the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
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Events of Default, Etc. (a) During any the period during which an Event of Default shall have occurred and be continuing:
(ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request;
(b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral;
(c) the Collateral Agent Ashford shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (to the extent permitted by law whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be assertedincluding if Ashford has notified the Pledgor that it intends to exercise such right, including the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Ashford were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right);; Exhibit N Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale
(dii) Upon and during the Collateral Agent continuance of an Event of Default, Ashford in its discretion may, in its name or in the name of any Loan Party the Pledgor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and
(eiii) the Collateral Agent Ashford may, upon five not less than ten (510) Business Days’ prior authenticated written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Ashford or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Ashford deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Ashford or any other Secured Party lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Pledgor agrees that such ten (10) Business Days’ notice constitutes “reasonable notification” within the meaning of Section 9.612 of the UCC. Ashford may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. .
(b) The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.04 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. Section 4.07 hereof.
(c) The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Ashford may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other terms less favorable lower than if such sale were at a public sale andwithout such restrictions, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Ashford shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer Partnership thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.
Appears in 1 contract
Sources: Contribution Agreement (Ashford Hospitality Trust Inc)