Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may: (i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor; (ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent; (iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof; (iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation; (v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 7 contracts
Sources: Security Agreement (Therma Wave Inc), Security Agreement (McMS Inc), Security Agreement (Therma Wave Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor ----------------------------------------------- agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 6 contracts
Sources: Security Agreement (Wesley Jessen Holding Inc), Security Agreement (Kilovac International Inc), Security Agreement (Kilovac International Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, subject to the provisions of the Intercreditor Agreement, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Included Accounts and the Included Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 4 contracts
Sources: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 4 contracts
Sources: Credit Agreement (Flowers Foods Inc), Security Agreement (Pagemart Wireless Inc), Credit Agreement (Symons Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 4 contracts
Sources: Abl Credit Agreement (Ciena Corp), Abl Credit Agreement (Tesla Motors Inc), Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 3 contracts
Sources: Security Agreement (CURO Group Holdings Corp.), Short Term Credit Agreement (CURO Group Holdings Corp.), Security Agreement (Lee Enterprises, Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Company Party agrees that, if any a Default or Event of Default shall have occurred and be continuing, or would result therefrom then and in every such case, the Collateral Agent, and in addition to the rights and remedies available to a secured party under any rights now applicable provisions of the Uniform Commercial Code, or hereafter existing under any other applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and Holders, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or After Acquired Collateral or any part thereof, thereof from such Assignor Company Party or any other Person person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon such AssignorCompany Party's premises where any of the Collateral or After Acquired Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorCompany Party;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral or After Acquired Collateral to make any payment or render any performance required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentHolders or their designee;
(iii) withdraw all monies, securities and instruments held by the Holders in any Financial Account (including but not limited to the Cash Collateral Account Account, the Interest Escrow Accounts or the Funded Commitment Facility Escrow Accounts), or otherwise for application to the Obligations in accordance with Section 7.4 hereofObligations;
(iv) sell, assign sell or otherwise liquidate liquidate, or direct such Company Party to sell or otherwise liquidate, any or all of investments made in whole or in part with the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the After Acquired Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Collateral or After Acquired Collateral or any part thereof, thereof by directing the relevant Assignor such Company Party in writing to deliver the same to the Collateral Agent Holders at any place or places designated by the Collateral AgentRequired Holders, in which event such Assignor Company Party shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Holders;
(B) store and keep any Collateral or After Acquired Collateral so delivered to the Holders at such place or places pending further action by the Required Holders as provided in this Section 5(d); and
(C) while any such Collateral or After Acquired Collateral shall be so stored and kept, provide such guard and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral or After Acquired Collateral in good condition; it being understood that such Company Party's obligation so to deliver the Collateral or the After Acquired Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Holders shall be entitled to a decree requiring specific performance by such Company Party of such obligation.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Intracel Corp), Security Agreement (Intracel Corp), Security Agreement (Intracel Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 3 contracts
Sources: Security Agreement and Pledge Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Term Loan Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Subject to Section 5.3, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any PPSA, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all moniesbanks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 3 contracts
Sources: Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp), Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred and with not fewer than 5 days’ prior written notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the terms of the Final Order), then and in every to the extent any such caseaction is not inconsistent with the Final Order or Section 8, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral Agentaccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof11.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 11.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Borrower’s and each Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Guarantor of such obligation.
Appears in 3 contracts
Sources: Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, subject to the provisions of the Intercreditor Agreement, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) subject to Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: u.s. Security Agreement (Aleris International, Inc.), u.s. Security Agreement (Aleris International, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The ----------------------------------------------- Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Pledgor notice in accordance with Article X of the Credit Agreement, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant applicable jurisdictions and may:may also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignorthe Pledgor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of the Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor the Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its commercially reasonable judgment determine; it being understood that the Pledgor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Pledgor of said obligation.
Appears in 2 contracts
Sources: Security Agreement (Coinmach Laundry Corp), Security Agreement (Coinmach Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (Information Holdings Inc), Security Agreement (Power Ten)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuation of an Event of Default Default, the Agent shall have occurred all the rights and be continuingremedies of a secured party under applicable law to enforce this Security Agreement and the security interests contained herein, then and and, in every such caseaddition, the Collateral AgentAgent may, upon the occurrence and during the continuation of an Event of Default, in addition to its other rights and remedies hereunder, including without limitation under Section 6.2 hereof, do any rights now or hereafter existing under of the following to the extent permitted by applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of applicable law, and for that purpose may enter upon such Assignorthe Borrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreementinstrument, instrument agreement or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vc) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor the Borrower shall at its own expense:
(i) forthwith cause the same to be moved to such place or places so designated by the Agent and there be delivered to the Agent;
(ii) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in Section 6.2; and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition.
Appears in 2 contracts
Sources: Term Credit Agreement (Lyondell Chemical Co), Revolving Credit Agreement (Lyondell Chemical Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any that upon the occurrence of an Event of Default shall have occurred and be continuing, then and in every such caseDefault, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor or any other Person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon such Assignorthe Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Debtor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:otherwise
Appears in 2 contracts
Sources: Security Agreement (Tweeter Home Entertainment Group Inc), Security Agreement (Tweeter Home Entertainment Group Inc)
Remedies; Obtaining the Collateral Upon Default. (a) Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, thereof from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all depository banks and/or securities intermediaries which have entered into a control agreement with the Collateral Agent to transfer all monies, Investment Property, credit balances, financial assets and Instruments held by such depositary bank and/or securities and instruments in intermediaries to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, thereof by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (PAETEC Holding Corp.), Security Agreement (PAETEC Holding Corp.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, to the extent any such action is not inconsistent with the Orders and be continuing, then and in every such caseSection 7, the Collateral AgentLender, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignorthe Borrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentConcentration Account;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Concentration Account for application to the Obligations in accordance with Section 7.4 8.3 hereof;
(ivd) sell, assign or otherwise liquidate liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 8.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower in writing to deliver the same to the Collateral Agent Lender at any place or places designated by the Collateral AgentLender, in which event such Assignor the Borrower shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender,
(ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 8.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Borrower's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Lender shall be entitled to a decree requiring specific performance by the Borrower of such obligation.
Appears in 2 contracts
Sources: Debt Agreement (Williams Communications Group Inc), Debt Term Credit and Security Agreement (Williams Communications Group Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(iii) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Secured Creditors and that no other Secured Creditor shall have any right individually to seek to enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement and other Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Manitowoc Foodservice, Inc.), Escrow Agreement (Manitowoc Foodservice, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 2 contracts
Sources: Security Agreement (Universal Compression Holdings Inc), Security Agreement (Universal Compression Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) subject to Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a Cash Management Control Agreement with the Administrative Agent to transfer all monies, securities and instruments in the held by such depositary bank to a Cash Collateral Account for application to Account, or otherwise as designated under the Obligations in accordance with Section 7.4 hereofCredit Agreement;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Administrative Agent at any reasonable place or places designated by the Collateral Administrative Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application Account; it being understood and agreed that unless an Event of Default has occurred and is continuing, the Collateral Agent shall not deliver to such banks a Notice of Exclusive Control under, and as defined in, the Obligations in accordance with Section 7.4 hereofrespective “control agreement” relating thereto;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 2 contracts
Sources: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (acting on the instructions of the Required Lenders in accordance with the Loan Agreement):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Revolving Loan Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to any Applicable Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 2 contracts
Sources: Abl Credit Agreement (Ciena Corp), u.s. Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (Maple Leaf Aerospace Inc), Security Agreement (Tristar Aerospace Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Company notice thereof in accordance with Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the Indenture, and delivery of notice of its intention to exercise any or all of its rights under this Section 7.1, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant applicable jurisdictions and may:, but without any obligation, also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Pledgor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor such Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Trademarks, Patents or Copyrights included in the Collateral; it being understood that such Pledgor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Pledgor of said obligation.
Appears in 2 contracts
Sources: Security Agreement (Coinmach Service Corp), Indenture (Coinmach Service Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Borrower notice in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant applicable jurisdictions and may:may also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such AssignorPledgor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor such Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Trademarks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its commercially reasonable judgment determine; it being understood that such Pledgor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Pledgor of said obligation.
Appears in 2 contracts
Sources: Security Agreement (Coinmach Corp), Security Agreement (Appliance Warehouse of America Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all depositary banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (VHS of Phoenix Inc), Credit Agreement (Extended Stay America Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) subject to Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a Cash Management Control Agreement with the Administrative Agent to transfer all monies, securities and instruments in the held by such depositary bank to a Cash Collateral Account for application to Account, or otherwise as designated under the Obligations in accordance with Section 7.4 hereofCredit Agreement;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Administrative Agent at any reasonable place or places designated by the Collateral Administrative Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent;
(y) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 5.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
Appears in 2 contracts
Sources: u.s. Security Agreement (Aleris Ohio Management, Inc.), u.s. Security Agreement (Aleris Ohio Management, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account Account(s) for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (Infousa Inc), Security Agreement (Infousa Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application Account; it being understood and agreed that unless an Event of Default has occurred and is continuing, the Collateral Agent shall not deliver to such banks a Notice of Exclusive Control under, and as defined in the Obligations in accordance with Section 7.4 hereofrespective “control agreement” relating thereto;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: Security Agreement (Bway Corp), Security Agreement (Bway Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)) shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all moniesbanks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to or any other account maintained with or by the Obligations in accordance with Section 7.4 hereofCollateral Agent;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Sources: u.s. Security Agreement (Williams Scotsman Inc), u.s. Security Agreement (Williams Scotsman International Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and and/or other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that such Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Interest Rate Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Collateral Agent or the holders of at least a majority of the outstanding Interest Rate Obligations, as the case maybe, for the benefit of the Secured Creditors upon the terms of this Agreement.
Appears in 2 contracts
Sources: Security Agreement (National Tobacco Co Lp), Security Agreement (National Tobacco Co Lp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, acting at the direction of the Instructing Group, shall have, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take or retake, as the case may be, possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) in addition to any rights the Collateral Agent may have under Section 3.2, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account any cash collateral account for application to the Obligations in accordance with Section 7.4 8.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.2 hereof, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks (together with associated goodwill), Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 2 contracts
Sources: Security Agreement (Huntsman LLC), Security Agreement (Huntsman LLC)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Pledgors agrees that, if any a Default, Event of Default or any event that with the lapse of time or the giving of notice, or both, shall constitute an Event of Default, in the payment of any Obligations shall have occurred and be continuing, or would result therefrom, then and in every such case, the Collateral Agent, and in addition to any the rights now or hereafter existing under applicable law, shall have all rights as and remedies available to a secured creditor party under any applicable provisions of the Uniform Commercial Code in all relevant jurisdictions and Code, or any other Law, the Holders may:
(i) personally, personally or by agents Holders or attorneys, immediately take possession of the Pledged Collateral or any part thereof, thereof from such Assignor Pledgors or any other Person person who then has possession of any part thereof thereof, with or without notice or process of lawLaw, and for that purpose may enter upon such Assignor's a Pledgors' premises where any of the Pledged Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorPledgors;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Pledged Collateral to make any payment or render any performance required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentHolders or their designee;
(iii) withdraw all monies, securities and instruments held by the Holders in the Cash Collateral Account Financial Accounts (as that term is defined in the Security Agreement) or otherwise for application to the Obligations in accordance with Section 7.4 hereofObligations;
(iv) sell, assign sell or otherwise liquidate or direct the Pledgors to sell or otherwise liquidate, any or all of investments made in whole or in part with the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Pledged Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Pledged Collateral or any part thereof, thereof by directing the relevant Assignor Pledgors in writing to deliver the same to the Collateral Agent Holders at any place or places designated by the Collateral AgentHolders, in which event such Assignor the Pledgors shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Holders and there delivered to the Holders;
(B) store and keep any Pledged Collateral so delivered to the Holders at such place or places pending further action by the Holders as provided in this Section 6(d); and
(C) while any such Pledged Collateral shall be so stored and kept, provide such guard and maintenance services as shall be necessary to protect the same and to preserve and maintain such Pledged Collateral in good condition; it being understood that the Pledgors' obligation so to deliver the Pledged Collateral is of the essence of this Pledge Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Holders shall be entitled to a decree requiring specific performance by Pledgors of such obligation.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Intracel Corp), Pledge Agreement (Intracel Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:;
Appears in 1 contract
Sources: Security Agreement (Vertis Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account or Securities Account maintained with the Collateral Agent or any other Secured Creditor (or any affiliate thereof) for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, to the extent not inconsistent with the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Second-Lien Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code Code, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect, in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Second-Lien Collateral Agent;
(iii) instruct all banks which have entered into a control agreement with the Second-Lien Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Second-Lien Collateral Agent at any place or places designated by the Second-Lien Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Sources: Security Agreement (EnerSys)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, to the extent not inconsistent with the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentPBGC, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentPBGC and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the PBGC to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent PBGC at any reasonable place or places designated by the Collateral AgentPBGC, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
Appears in 1 contract
Sources: Security Agreement (Duratek Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (except any notice required by the Interim Order or the Final Order), and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:or
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all moniesbanks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments in the Cash Collateral Account for application held by such depositary bank to the Obligations in accordance with Section 7.4 hereofCollateral Account;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred and with not fewer than three Business Days prior written notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the Orders), then and in every to the extent any such caseaction is not inconsistent with the Interim Order (including paragraph 9 thereof) (or the Final Order, as applicable) or Section 8, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agentany cash collateral account;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof11.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:; and
Appears in 1 contract
Sources: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp)
Remedies; Obtaining the Collateral Upon Default. Each The Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such the Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such the Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of the Assignor in respect of such Collateral;
(iii) instruct all depository banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account in accordance with the terms of the respective control agreement (including by issuing a "Notice of Exclusive Control" in accordance with the terms thereof);
(iv) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account maintained with the Collateral Agent (whether or not such Deposit Accounts are maintained with the Collateral Agent in its capacity as such) for application to the Obligations in accordance with Section 7.4 hereof;
(ivv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vvi) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such the Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor of the Assignors agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral AgentLender, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor any of the Assignors or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsReceivables) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Lender; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;Obligations; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct any of the relevant Assignor Assignors to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing any of the relevant Assignor Assignors in writing to deliver the same to the Collateral Agent Lender at any place or places designated by the Collateral AgentLender, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender,
(ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 7.02, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the obligations of each of the Assignors so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Lender shall be entitled to a decree requiring specific performance by any of the Assignors of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any an Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral AgentSecured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor Secured Party under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such AssignorDebtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentSecured Party;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(viv) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Debtor in writing to deliver the same to the Collateral Agent Secured Party at any place or places within the United States reasonably designated by the Collateral AgentSecured Party, in which event such Assignor Debtor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party,
(B) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(v) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such tern and on such conditions and in such manner as the Secured Party shall in its sole judgment determine (taking into account such provisions as may be necessary to preserve such Marks, Patents or Copyrights); it being understood that such Debtor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by such Debtor of said obligation. The Debtors agrees that this Agreement may be enforced by the action of the Secured Party; provided that the Secured Party shall have the right to employ an agent or representative or the Secured Party, as such Secured Party shall determine in its sole judgment.
Appears in 1 contract
Sources: Security Agreement (Mobilepro Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any a Noticed Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine;
(vii) apply any moneys constituting Collateral or proceeds thereof in accordance with Section 8.4; and
(viii) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC. it being understood that such Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that (x) this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Lenders or, if the CA Termination Date has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Collateral Agent to commence and continue enforcement of the Liens created hereunder, which the Collateral Agent shall comply with subject to receiving any indemnity which it reasonably requests, provided further that the Collateral Agent shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Collateral Agent for the benefit of the Secured Creditors as their interest may appear upon the terms of this Agreement and the other Security Documents.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, that if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, acting at the direction of the Instructing Group, shall have, in addition to any rights now or hereafter existing under applicable law, and shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take or retake, as the case may be, possession of the such Assignor’s Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the such Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such the Assignor;; and
(iib) in addition to any rights the Collateral Agent may have under Section 3.4, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the such Assignor’s Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent or to a cash collateral account and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account any cash collateral account for application to the Secured Obligations in accordance with Section 7.4 8.5 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant any Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant any Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any such Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.3 hereof, and
(iii) while such Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) in addition to any rights the Collateral Agent may have under Sections 4.7 and 5.7, license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks (together with associated goodwill), Patents or Copyrights included in such Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’s obligation so to deliver such Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by each Assignor of said obligation.
Appears in 1 contract
Sources: Collateral Security Agreement (Huntsman International LLC)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Borrower agrees that, if any Event of Default the Termination Date shall have occurred and be continuingthe Tranche A Loans have been accelerated, then and in every such case, to the Collateral extent any such action is not inconsistent with the Orders and Section 9, the Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any mandatory Requirement of Law), and for that purpose may enter upon such Assignorthe Borrower's or any Guarantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower and any Guarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Concentration Account or the L/C Cash Collateral AgentAccount;
(iiic) withdraw all monies, securities and instruments in the Concentration Account or the L/C Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofObligations;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Borrower and the Guarantors to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and the Guarantors in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor the Borrower and the Guarantors shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Agent,
(ii) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in subsection 12.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Borrower's and the Guarantors' obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Agent shall be entitled to a decree requiring specific performance by the Borrower and the Guarantors of such obligation.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guarantee Agreement (Aps Holding Corporation)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 9.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all depository banks and/or Securities Intermediaries which have entered into a control agreement with the Collateral Agent with respect to any Collateal to transfer all monies, securities securities, instruments and instruments in Financial Assets held by such depositary bank and/or Securities Intermediary to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each The Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such the Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such the Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsReceivables) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct the Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such the Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine. it being understood that the Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks, Securities Intermediaries and Commodity Intermediaries which have entered into control agreements with the Collateral Agent to transfer all monies, securities and instruments held by such persons to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 7.5 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain it in good condition;
(vi) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Domain Names, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine;
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all moniesmoneys, instruments and other securities and instruments in the Concentration Account and/or the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place 20 or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Debtor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral AgentSecured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) declare all Obligations to be due and payable, without notice, protest, presentment or demand all of which are expressly waived by Debtor; 5
(b) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignorthe Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Debtor; and
(iic) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Debtor shall at its own expense:expense (i) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party, (ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 5.2 hereof, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Debtor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Debtor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Borrower agrees that, if any Event during the occurrence and continuance of Default shall have occurred and be continuinga Default, then and in every such case, the Collateral AgentLender, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor party under the Uniform Commercial Code in effect at such time in all relevant jurisdictions jurisdictions, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions, and, without limiting the foregoing, in any event may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such AssignorBorrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower;
(iib) instruct the account debtor(s) and any other obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentLender and may exercise any and all remedies of the Borrower in respect of such Collateral;
(iiic) withdraw instruct all banks which have entered into a control agreement with the Lender to transfer all monies, securities and instruments held by such bank to such account as the Lender shall instruct such banks in writing; and instruct all securities intermediaries which have entered into a control agreement with the Cash Collateral Account for application Lender to liquidate all Investment Property and/or to transfer all monies and Investment Property held by such securities intermediary to the Obligations in accordance with Section 7.4 hereofLender or as the Lender may direct;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.3 hereof, or direct the relevant Assignor Borrower to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidationliquidation for application in accordance with Section 9.5 below;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower in writing to assemble and make available or, to the extent practicable, to deliver the same to the Collateral Agent Lender at any reasonable place or places designated by the Collateral AgentLender, in which event such Assignor the Borrower shall at its own expense:
(i) forthwith cause the same to be moved to, or provide access to the Collateral at, the place or places so designated by the Lender and there delivered to the Lender;
(ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 9.3 hereof; and
(iii) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Trademarks, Domain Names, Patents, Copyrights or Licenses included in the Collateral for such term and on such conditions and in such manner as the Lender shall in its sole judgment determine;
(g) apply any monies constituting Collateral or proceeds thereof in accordance with the provisions of Section 9.5 hereof; and
(h) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607(a) of the UCC; it being understood that the Borrower's obligation to deliver the Collateral as described above is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Lender shall be entitled to a decree requiring specific performance by the Borrower of said obligation.
Appears in 1 contract
Sources: Dip Loan and Security Agreement (Regen Biologics Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral AgentSecured Party, in addition to any rights now or hereafter existing under this Agreement or applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignorthe Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Grantor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Grantor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Grantor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party,
(ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 4.2 hereof, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Grantor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Grantor of said obligation.
Appears in 1 contract
Sources: Receivables Security Agreement (Cosmetic Sciences Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect, in all relevant jurisdictions and may:may also (subject to the requirements of applicable law):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Secured Obligations in accordance with Section 7.4 hereof8.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof8.2, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor Debtor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.2; and
(z) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any (a) Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, then and in every such caseDefault, the Collateral Agent, acting upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, shall be entitled to exercise on behalf of itself and the other Senior Secured Parties, all the rights and remedies of a secured party under the UCC as in addition to effect in any relevant jurisdiction and all rights now or hereafter existing under all other applicable law to enforce this Agreement and the security interests contained herein, and, in addition, subject to any Applicable Laws then in effect, the Collateral Agent, acting upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, in addition to its other rights and remedies hereunder, including without limitation under Section 8.2 and Section 8.6, and also the rights of the Collateral Agent and the other Senior Secured Parties under any of the Transaction Documents, do any of the following to the fullest extent permitted by applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents agents, trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Grantor's premises or such Assignorother Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Grantor;
(ii) instruct the obligor or obligors on of any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Grantor in writing to turn over the same to the Collateral Agent at the Site or, to the extent such Collateral may be moved, to deliver the same to the Collateral Agent at any other place or places designated by the Collateral Agent, in which event such Assignor shall the Grantor shall, at its own expense:, (A) forthwith turn over the same to the Collateral Agent at one of the locations on Schedule 4.2 or cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, as the case may be, (B) store and keep any Collateral so turned over or delivered to the Collateral Agent at one of the locations shown on Schedule 4.2 or at such place or places pending further action by the Collateral Agent as provided in Section 8.2, and (C) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition.
(b) The Grantor's obligation to turn over or deliver the Collateral as set forth above is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to obtain a decree requiring specific performance by the Grantor of said obligation.
(c) When Collateral is in the Collateral Agent's possession, (i) the Grantor shall pay (or reimburse the Collateral Agent on demand for) all reasonable expenses (including the cost of any insurance and payment of taxes or other charges) incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such expenses shall be secured hereby, and (ii) the risk of accidental loss or damage shall be on the Grantor to the extent of any deficiency in any effective insurance coverage.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Borrower agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition subject to any rights now or hereafter existing under mandatory requirements of applicable lawlaw then in effect, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and Agent may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law (unless the same shall be required by applicable law), and for that purpose may enter in an orderly and lawful manner upon such Assignorthe Borrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower;
(ii) instruct the obligor or obligors on any contract, agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsReceivables) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent, on behalf of the Lenders;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign sell or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Borrower to sell, assign sell or otherwise liquidate liquidate, any or all of investments made in whole or in part with the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(iv) with respect to Obligations which are contingent and cannot be accelerated by their nature, require the Borrower to deposit cash or other acceptable collateral in an amount sufficient to cover principal, interest and fees which will have accrued by the maturity date on said Obligations to be held as security for said Obligations in the special collateral account referred to in Section 7.2 hereof; and
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower in writing to deliver the same to the Collateral Agent Agent, on behalf of the Lenders, at any reasonable place or places designated by the Collateral Agent, in which event such Assignor the Borrower shall at its own expense:
1) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Agent, on behalf of the Lenders;
2) store and keep any Collateral so delivered to the Agent, on behalf of the Lenders, at such place or places pending further action by the Agent; and
3) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Borrower's obligation so to deliver the Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Agent, on behalf of the Lenders, shall be entitled to a decree requiring specific performance by the Borrower of said obligation.
Appears in 1 contract
Sources: Pledge and Security Agreement (Rawlings Sporting Goods Co Inc)
Remedies; Obtaining the Collateral Upon Default. Each Subject to the Intercreditor Agreement, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentTrustee, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentTrustee and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Trustee to transfer all monies, securities and instruments in the Cash Collateral Account for application held by such depositary bank to the Obligations in accordance with Section 7.4 hereofCollateral Proceeds Account;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent Trustee at any reasonable place or places designated by the Collateral AgentTrustee, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. (a) Each Assignor Grantor agrees that, if at any time any Event of Default shall have occurred and be continuing, then and Table of Contents in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (subject, in the case of Fixed Asset Priority Collateral, to three Business Days’ prior written notice (other than in the case of an Event of Default under Section 11.05 of the Credit Agreement) to the Borrower or such Grantor (in each case, subject to the terms of the Intercreditor Agreement)):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may may, if permitted by applicable law, enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor or store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage);
(ii) after the Discharge of ABL Obligations, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, including the Receivables Accounts (other than Government Accounts) and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 6.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(viv) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to assemble and deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any a Noticed Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine;
(vii) apply any moneys constituting Collateral or proceeds thereof in accordance with Section 8.4; and
(viii) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC. it being understood that such Assignor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that (x) this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Lenders or, if the CA Termination Date has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes, New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Collateral Agent to commence and continue enforcement of the Liens created hereunder, which the Collateral Agent shall comply with subject to receiving any indemnity which it reasonably requests, provided further that the Collateral Agent shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Collateral Agent for the benefit of the Secured Creditors as their interest may appear upon the terms of this Agreement and the other Security Documents.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any an Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentPurchaser, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions subject to the subordination thereof pursuant to Section 11.10 hereof, and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Debtors or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsAccounts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentPurchaser;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 9.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant Assignor such Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtors in writing to deliver the same to the Collateral Agent Purchaser at any place or places reasonably designated by the Collateral AgentPurchaser, in which event such Assignor Debtor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Purchaser and there delivered to the Purchaser;
(ii) store and keep any Collateral so delivered to the Purchaser at such place or places pending further action by the Purchaser as provided in Section 9.2 hereof; and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Purchaser shall in its commercially reasonable judgment determine; it being understood that each Debtor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Purchaser shall be entitled to a decree requiring specific performance by each Debtor of said obligation. The Purchaser agree that this Agreement may be enforced by a holder of the majority in outstanding principal amount of Junior Notes, it being understood and agreed that such rights and remedies may be exercised by the Purchaser for the benefit of the Purchaser upon the terms of this Agreement.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees thatthat subject to the Final Order or any other order of the Bankruptcy Court made in the U.S. Cases, if any Noticed Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, if any Event of Default there shall have occurred and be continuingcontinuing any Event of Default, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions (and, with respect to Intellectual Property, the ▇▇▇▇▇▇ Act, the Copyright Act and maythe Patent Act) and may also:
(ia) personally, or by agents any agent or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor each Grantor or any other Person who then has possession of any part thereof with or without (to the extent permitted by applicable law) notice or process of law, and for that purpose may enter upon such AssignorGrantor's premises or, to the extent that any Grantor has a right to consent thereto, such other Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Grantor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Grantor in respect of such Collateral; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor each Grantor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor each Grantor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Agent, and
(ii) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in Section 4.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(e) license or sublicense, whether on an exclusive or nonexclusive basis, any Intellectual Property included in the Collateral for such term and on such conditions and in such manner as the Agent shall in its sole judgment determine; and
(f) without consent from any Grantor, ▇▇▇ upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash or credit, grant other indulgences, extensions, renewals, compositions, or releases (to Persons directly or indirectly liable in connection with the foregoing Collateral), and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, or any insurance applicable thereto. it being understood that each Grantor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
Appears in 1 contract
Sources: Security and Collateral Agreement (Penn Traffic Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting consti tuting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, Agent in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then and in every if required), to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Section 7, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignorthe Borrower's or any Guarantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Concentration Account or the L/C Cash Collateral AgentAccount;
(iiic) withdraw all monies, securities and instruments in the Concentration Account or the L/C Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof10.3;
(ivd) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof10.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor shall at its own expense:
Appears in 1 contract
Sources: Revolving Credit, Guarantee and Security Agreement (Superior Telecom Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Grantor agrees ----------------------------------------------- that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral AgentSecured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignorthe Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Grantor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make render any payment performance required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentSecured Party;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Grantor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Grantor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Grantor shall at its own expense:
(i) promptly cause the same to be moved to the place or places so designated by the Secured Party and there be delivered to the Secured Party,
(ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 6.2, and -----------
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Grantor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Grantor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, acting at the direction of the Instructing Group, shall have, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take or retake, as the case may be, possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) in addition to any rights the Collateral Agent may have under Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account any cash collateral account for application to the Obligations in accordance with Section 7.4 8.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.2 hereof, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks (together with associated goodwill), Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Sources: Security Agreement (Huntsman Petrochemical Finance Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account, and/or withdraw or direct the withdrawal of all monies, securities and instruments in any other Deposit Account over which the Collateral Agent or any other Secured Creditor has "control" (within the meaning of Section 9-104 of the UCC), for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(vi) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Secured Creditors and that no other Secured Creditor shall have any right individually to seek to enforce or enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement (including Annex L hereto) and the other Security Documents. Without limiting the effect of the immediately preceding sentence or any of the other provisions contained in this Agreement (including in Annex L hereto), it is understood and agreed that each Secured Creditor has an absolute and unconditional right to receive payment of all of the respective Obligations owing by any Assignor to such Secured Creditor pursuant to the respective Secured Debt Agreements to which such Assignor and Secured Creditor are a party, when such Obligations become due and payable in accordance with the terms of such Secured Debt Agreements, and (except for enforcement of the Security Documents) to institute proceedings for the enforcement of such payment on or after the date such payment becomes due and payable in accordance with the terms of the respective Secured Debt Agreements.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to any Applicable Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code PPSA or other applicable law, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Subject to the terms of the applicable Intercreditor Agreements and Section 11 of the Credit Agreement, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Sources: First Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter delivery of notice of such Event of Default, then and in every if required pursuant to the Orders), to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Section 11, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Subsidiary Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any requirements of law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Subsidiary Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorSubsidiary Guarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agentany cash collateral account;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Credit Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof15.02, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Subsidiary Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Subsidiary Guarantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 15.02, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Borrower’s and each Subsidiary Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Subsidiary Guarantor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also, in each case subject to and in accordance with all applicable laws:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids supplies and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Pledgor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentLender, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the EPC Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentLender and may exercise any and all remedies of the Pledgor in respect of such Collateral;
(iiiii) withdraw instruct the Account Bank to transfer all monies, securities and instruments in held by the Cash Collateral Account for application Bank to a bank account notified by the Lender to the Obligations in accordance with Section 7.4 hereofAccount Bank;
(iviii) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofthereof, or direct the relevant Assignor Pledgor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(iv) apply any monies constituting the Collateral or proceeds thereof in accordance with the provisions of Section 5.3; and
(v) take possession any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the Collateral or any part thereof, by directing UCC; it being understood that the relevant Assignor in writing Pledgor’s obligation so to deliver the same Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent at any place or places designated Lender shall be entitled to a decree requiring specific performance by the Collateral Agent, in which event such Assignor shall at its own expense:Pledgor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor ----------------------------------------------- agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Management Agreement Receivables and the ContractsPledged Management Agreements) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 5.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any during the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor party under the Uniform Commercial Code in effect at such time in all relevant jurisdictions jurisdictions, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions, and, without limiting the foregoing, in any event may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(ii) instruct the account debtor(s) and any other obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Debtor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Administrative Agent to transfer all monies, securities and instruments held by such bank to such account as the Administrative Agent or the Required Lenders shall instruct such banks in writing; and instruct all securities intermediaries which have entered into a control agreement with the Cash Collateral Account for application Administrative Agent to liquidate all Investment Property and/or to transfer all monies and Investment Property held by such securities intermediary to the Obligations in accordance with Section 7.4 hereofAdministrative Agent or as the Required Lenders may direct;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof13.3, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, in each case, at such prices and upon such terms as the Administrative Agent or the Required Lenders deem commercially reasonable and, in each case, take possession of the proceeds of any such sale or liquidationliquidation for application in accordance with Section 13.5;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to assemble and make available or, to the extent practicable, to deliver the same to the Collateral Administrative Agent at any reasonable place or places designated by the Collateral AgentAdministrative Agent or Required Lenders, in which event such Assignor the relevant Debtor shall at its own expense:
(1) forthwith cause the same to be moved to, or provide access to the Collateral at, the place or places so designated by the Administrative Agent or Required Lenders and there delivered to the Administrative Agent;
(2) store and keep any Collateral so delivered to the Lenders at such place or places pending further action by the Lenders as provided in Section 13.3 hereof; and
(3) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
(vi) license or sublicense, whether on an exclusive or nonexclusive basis, any Trademarks, Domain Names, Patents, Copyrights or Licenses included in the Collateral for such term and on such conditions and in such manner as the Required Lenders shall in their sole judgment determine;
(vii) apply any monies constituting Collateral or proceeds thereof in accordance with the provisions of Section 13.5; and
(viii) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607(a) of the UCC; it being understood that each Debtor’s obligation to deliver the Collateral as described above is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent and the Lenders shall be entitled to a decree requiring specific performance by the relevant Debtor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any that upon the occurrence of an Event of Default shall have occurred and be continuing, then and in every such caseDefault, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor or any other Person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon such Assignorthe Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Debtor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor Debtor to sell, assign or otherwise 11 130 liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor Debtor shall at its own expense:
Appears in 1 contract
Sources: Credit Agreement (Tweeter Home Entertainment Group Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default there shall have occurred and be continuingcontinuing (i) a Bankruptcy Default or Notified Acceleration Event or (ii) any other Event of Default or Acceleration Event, but in the case of this clause (ii) only to the extent the Required Secured Creditors have so directed, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such any Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such any Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant any Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant any Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement or any other Credit Document, shall have all rights as a secured creditor under any UCC (whether or not in effect in the Uniform Commercial Code jurisdiction where such rights are exercised), and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and and, without limiting the foregoing, may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iiic) withdraw instruct all depository banks and/or securities intermediaries which have entered into a Control Agreement with the Collateral Agent to transfer all monies, securities securities, credit balances, financial assets and instruments in held by such depositary bank and/or securities intermediaries to the Cash Collateral Account and/or otherwise exercise other dominion and control over the Deposit Accounts for application to which the Obligations in accordance with Section 7.4 hereofCollateral Agent has control;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 7.02 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.02 hereof; and
(iii) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
(f) use, license or sublicense (without payment of royalty or other compensation to any Assignor), whether on an exclusive or nonexclusive basis, any Marks, Domain Names, Patents, Copyrights or other intellectual property included in the Collateral now owned or hereafter acquired by any Assignor for such term and on such conditions and in such manner as the Collateral Agent shall in its reasonable judgment determine (it being understood and agreed (x) that each Assignor hereby grants to the Collateral Agent, for purposes of enabling the Collateral Agent to exercise its rights and remedies under this Agreement in accordance with its terms, an irrevocable license to so use, license or, to the extent necessary to exercise such rights and remedies, sublicense such Marks, Domain Names, Patents, Copyrights or other intellectual property, including access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and
(g) that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Assignor notwithstanding any subsequent cure of an Event of Default); provided, however, that nothing in this Section 7.01(f) shall require Assignors to grant any license that is prohibited by any rule of law, statute or regulation;
(h) apply any monies constituting Collateral or proceeds thereof in accordance with the provisions of Section 7.04;
(i) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC; and
(j) obtain access to any Assignor’s data processing equipment, computer hardware and software relating to the Collateral and use all of the foregoing and the information contained therein in any manner the Collateral Agent deems reasonably appropriate to satisfy the Secured Obligations; it being understood that each Assignor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Lenders and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement and the other Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Walter Investment Management Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, to the extent any such action is not inconsistent with the Orders and Section 9 (including, without limitation, the final proviso to Section 9, as if references to the DIP Agent therein refer to the DIP Collateral AgentAgents), the DIP Collateral Agents, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Courts, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such any Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such any Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreementinstrument, instrument agreement or other obligation directly to the Collateral Agent;Cash Concentration Accounts; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account Concentration Accounts for application to the Obligations in accordance with Section 7.4 hereof;Obligations; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant any Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;liquidation for application to the Obligations; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant any Assignor in writing to deliver the same to the DIP Collateral Agent Agents at any place or places designated by the DIP Collateral AgentAgents, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the DIP Collateral Agents and there delivered to the DIP Collateral Agents,
(ii) store and keep any Collateral so delivered to the DIP Collateral Agents at such place or places pending further action by the DIP Collateral Agents as provided in Section 13.04, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the DIP Collateral Agents shall in their sole judgment determine; it being understood that each Assignor's obligation to so deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the DIP Collateral Agents shall be entitled to a decree requiring specific performance by such Assignor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees thatSubject to the intercreditor provisions of the Primary DIP Facility Orders, if any upon the occurrence and during the continuance of an Event of Default Default, to the extent any such action is not inconsistent with the Orders and Article IX (including the requirement thereunder that the Administrative Agent shall have occurred provide the Borrower (with a copy to the Primary DIP Facility Agent and be continuing, then the counsel for any statutory committee of unsecured creditors appointed in the Cases and to the United States Trustee in every the Cases) with five Business Days' written notice prior to the taking of any such caseaction), the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code as applicable in all relevant jurisdictions and maymay (x) withdraw all monies, securities and instruments in the Letter of Credit Reimbursement Account for application to the Obligations or (y) following the occurrence of the Collateral Turnover Date:
(ia) instruct the obligor or obligors on any agreements, instrument or other obligation constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Cash Collateral Account or the Letter of Credit Reimbursement Account;
(b) withdraw all monies, securities and instruments in the Concentration Account, the Cash Collateral Account or the Letter of Credit Reimbursement Account for application to the Obligations;
(c) sell, assign or otherwise liquidate, or direct the Borrower or any Subsidiary Guarantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; and
(d) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower, any Subsidiary Guarantor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may may
(i) enter upon such Assignorthe Borrower's or any Subsidiary Guarantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor Borrower or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, Subsidiary Guarantor; and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default (or a Default under Section 9.1(a) or (e) of the Credit Agreement) shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take retake possession of the Collateral of such Assignor or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral of such Assignor to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral of such Assignor or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral of such Assignor or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(B) store and keep any Collateral of such Assignor so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2; and
(C) while the Collateral of such Assignor shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral of such Assignor for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that such Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Sources: Credit Agreement (Acg Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all depository banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account in accordance with the terms of the respective control agreement (including by issuing a “Notice of Exclusive Control” in accordance with the terms thereof);
(iv) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account maintained with the Collateral Agent (whether or not such Deposit Accounts are maintained with the Collateral Agent in its capacity as such) for application to the Obligations in accordance with Section 7.4 hereof;
(ivv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vvi) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all moniesmoneys, instruments and other securities and instruments in the Concentration Account and/or the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Company agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral AgentCreditor, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Company or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignorthe Company's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids aids, and other facilities of such Assignor;the Company; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsReceivables) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Creditor; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign assign, or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Company to sell, assign assign, or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Company in writing to deliver the same to the Collateral Agent Creditor at any place or places designated by the Collateral AgentCreditor, in which event such Assignor the Company shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Creditor and there delivered to the Creditor, and
(ii) store and keep any Collateral so delivered to the Creditor at such place or places pending further action by the Creditor as provided in Section 6.2; and
(e) take any or all of the actions set forth elsewhere in this Agreement; it being understood that the Company's obligations to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Creditor shall be entitled to a decree requiring specific performance by the Company of said obligation.
Appears in 1 contract
Sources: Security Agreement (Room Plus Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if Upon the occurrence of any Event of Default shall have occurred or Lease Event of Default and be continuing, then and in every such casethe continuance thereof, the Collateral Agent, in addition Security Agent shall be entitled to any exercise all the rights now or hereafter existing under applicable law, shall have all rights as and remedies of a secured creditor party under the Uniform Commercial Code as in all effect in any relevant jurisdictions jurisdiction to enforce this Security Agreement and the security interests contained herein, and, in addition, subject to any mandatory requirements of Law then in effect, the Security Agent may, in addition to its other rights and remedies hereunder, including without limitation under Sections 7.2 and 7.6, and also its (and GE Capital's and the Owner Trustee's) rights under the other Loan Documents and the Lease Documents, do any of the following:
(ia) personally, or by agents trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Steam Lessee or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Steam Lessee's or such Assignorother Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Steam Lessee;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Security Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vc) take possession of the Collateral or any part thereof, by directing the relevant Assignor Steam Lessee in writing to deliver turn over the same to the Collateral Security Agent at any place or places designated by the Collateral AgentSite, in which event such Assignor the Steam Lessee shall at its own expense:
(i) forthwith turn over the same to the Security Agent at the Site;
(ii) store and keep any Collateral so turned over to the Security Agent at the Site pending further action by the Security Agent as provided in Section 7.2; and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. The Steam Lessee's obligation to turn over the Collateral as set forth above is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Security Agent shall be entitled to obtain a decree requiring specific performance by the Steam Lessee of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine. it being understood that such Assignor's obligation to so deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, then and in every to the extent any such caseaction is not inconsistent with the Confirmation Order, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, Lender shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(i) : perform all acts attendant to the Loans extended hereunder and to exercise all remedies in the case of any Event of Default hereunder; personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Borrowers and their Subsidiaries or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any applicable laws), and for that purpose may enter upon such Assignor's Borrowers' or any of their Subsidiaries' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor Borrowers or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) their Subsidiaries; sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Borrowers or any of their Subsidiaries to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) ; apply any and all funds held by the Collateral Agent, on behalf of the Lenders, to the Obligations hereunder; and take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrowers and any of their Subsidiaries in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor Borrowers and any of their Subsidiaries shall at its their own expense:
Appears in 1 contract
Sources: Term Credit Agreement (United Artists Theatre Circuit Inc /Md/)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then and in every if required under the Orders), to the extent any such caseaction is permitted by the Interim Order (or the Final Order, as applicable) or Article XI, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may, and, at the request of the Majority Facility Lenders for either the Revolving Facility or the Term Facility, shall:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral AgentAccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof12.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 12.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in satisfactory condition; it being understood that the Borrower’s and each Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Guarantor of such obligation.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guarantee Agreement (Us Concrete Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then and in every if required), to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Section 9, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral Agentaccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofsubsection 12.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in subsection 12.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Borrower’s and each Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Guarantor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any an Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentPurchasers, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions subject to the subordination thereof pursuant to Section 11.10 hereof, and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Debtors or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsAccounts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentPurchasers;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 9.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant Assignor such Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtors in writing to deliver the same to the Collateral Agent Purchasers at any place or places reasonably designated by the Collateral AgentPurchasers, in which event such Assignor Debtor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Purchasers and there delivered to the Purchasers;
(ii) store and keep any Collateral so delivered to the Purchasers at such place or places pending further action by the Purchasers as provided in Section 9.2 hereof; and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Purchasers shall in their commercially reasonable judgment determine; it being understood that each Debtor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Purchasers shall be entitled to a decree requiring specific performance by each Debtor of said obligation. The Purchasers agree that this Agreement may be enforced only by the unanimous action of the Purchasers and that no individual Purchaser shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Purchasers for the benefit of the Purchasers upon the terms of this Agreement.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then and in every if required), to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Section 9, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral Agentaccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofsubsection 12.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in subsection 12.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
Appears in 1 contract
Sources: Credit and Guarantee Agreement
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof8.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof8.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Sources: u.s. Security Agreement (Lli Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof8.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 8.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Company notice thereof in accordance with Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the Indenture, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions applicable juris- dictions and may:may also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such AssignorPledgor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor such Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Trademarks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its commercially reasonable judgment determine; it being understood that such Pledgor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Pledgor of said obligation.
Appears in 1 contract
Sources: Security Agreement (Appliance Warehouse of America Inc)
Remedies; Obtaining the Collateral Upon Default. Each The Assignor agrees that, if any Event of Default there shall have occurred and be continuingcontinuing (i) a Bankruptcy Default or Notified Acceleration Event or (ii) any other Event of Default or Acceleration Event, but in the case of this clause (ii) only to the extent the Required Secured Creditors have so directed, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such the Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of the Assignor in respect of such Collateral; and
(iiic) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such the Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that the Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Assignor of said obligation.
Appears in 1 contract