Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time: (a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law; (b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base; (c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and (d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 6 contracts
Sources: Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Olympic Steel Inc)
Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 11.1(k2.1(i), 2.1(j) occurs with respect or 2.1(k), the Maker shall be obligated to any Borrower, then pay to the extent permitted Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by Applicable Law, all Obligations (other than Secured Bank Product Obligations) the Holder on the date the Event of Default giving rise thereto occurs and shall become automatically be due and payable and on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all Commitments shall terminate, without any action by Agent or notice amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any kind. In additionEvent of Default, or if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within one (1) Business Day of receipt of such claim, furnish a copy of such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the holders of the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of the holders of the Notes hereunder and thereunder.
(c) If an Event of Default existsshall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, Agent or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its discretion sole and absolute discretion, may: (and shall upon written direction a) from time-to-time demand that all or a portion of Required Lendersthe Outstanding Principal Amount be converted into shares of Common Stock at the then-current Conversion Price; or (b) do exercise or otherwise enforce any one or more of the following from time to time:
Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (ay) declare any Obligations upon the occurrence of an Event of Default described in clauses (other than Secured Bank Product Obligationsk) or (l) above, the Mandatory Default Amount shall become immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or condition any Commitment, or make any adjustment to otherwise prejudice the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and rights of the Holder. No remedy conferred hereby shall upon the direction be exclusive of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 6 contracts
Sources: Note Agreement (Marizyme, Inc.), Note Agreement (Marizyme, Inc.), Note Agreement (Northann Corp.)
Remedies Upon an Event of Default. If (a) Upon a Responsible Officer of the Borrower or Collateral Manager obtaining knowledge of the occurrence of an Event of Default, each of the Borrower and the Collateral Manager shall notify each other and the Agents, in accordance with Section 5.01(d)(iv). Upon the occurrence of an Event of Default described known to a Responsible Officer of the Collateral Agent, the Collateral Agent shall promptly notify the Administrative Agent (which will notify the Lenders promptly) of such Event of Default in Section 11.1(kwriting.
(b) occurs with respect Upon the occurrence and during the continuance of any Event of Default, in addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a secured party under Applicable Law, all Obligations including the UCC (other than Secured Bank Product Obligations) which rights shall become automatically due and payable and all Commitments shall terminatebe cumulative), without any action by the Administrative Agent or notice of any kind. In additionshall, at the request of, or if any other Event of Default existsmay with the consent of, Agent may in its discretion (and shall upon written direction of the Required Lenders) , by notice to the Borrower (with a copy to the Collateral Agent), do any one or more of the following from time to time:
following: (a1) declare any Obligations the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate, and (2) declare the principal of and the accrued interest on the Advances and all other than Secured Bank Product Obligations) immediately amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers the Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the Commitments shall automatically terminate and the Advances and all such other amounts shall automatically become due and payable, without any further action by any party. The Borrower and the Collateral Manager hereby agree that they will, at the Borrower’s expense and at the direction of the Administrative Agent, (i) assemble all or any part of the Collateral as directed by the Administrative Agent and make the same available to the fullest extent permitted Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to such parties and (ii) without notice except as specified below, sell the Collateral or any part thereof at a public or private sale in accordance with applicable law;
. The Administrative Agent shall provide notice to the Borrower, Collateral Manager or the BDC of its election to sell the Collateral hereunder on the date that is 13 Business Days prior to the proposed date of such sale (b) terminatethe date such notice is delivered, reduce the “Collateral Sale Notice Date”), and the Borrower agrees that such notice shall constitute reasonable notification. All cash proceeds received by the Administrative Agent or condition Collateral Agent in respect of any Commitmentsale of, collection from, or make other realization upon, all or any adjustment part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 9.01(a)(iii). If the Administrative Agent elects to sell the Collateral in whole or in part, at a public or private sale, the Borrower, the BDC, the Collateral Manager (so long as it is an Affiliate of the BDC) or any of their respective Affiliates or assignees shall have the right of first refusal to repurchase the Collateral, in whole but not in part, prior to such sale at a purchase price that is equal to the Aggregate Borrowing Base;amount of the Obligations as of the date of such proposed sale. Such right of first refusal shall terminate not later than 4:00 p.m. on the twelfth Business Day following the Collateral Sale Notice Date. If none of the Borrower, the BDC, the Collateral Manager or any of their respective Affiliates or assignees elects to exercise its right of first refusal, the Administrative Agent may sell such Collateral or portion thereof. For the avoidance of doubt, the Borrower, the BDC, the Collateral Manager or their respective Affiliates or assignees may participate in any public or private sale of the Collateral directed by the Administrative Agent.
(c) require Obligors to Cash Collateralize LC ObligationsIn addition, Secured Bank Product Obligations upon the occurrence and other Obligations that are contingent during the continuation of an Event of Default, following written notice by the Administrative Agent (provided in its sole discretion or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon at the direction of the Required Lenders) advance of the exercise of control rights with respect to the Collateral, which notice shall be delivered to the Borrower, the BDC and the Collateral Manager (with a copy to the Collateral Agent): (w) the Collateral Manager’s power to consent to modifications to and direct the acquisition, sales and other dispositions of Collateral Loans will be immediately suspended, (x) the Collateral Manager will be required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or to obtain the conditions in Section 6 are satisfied); and
(d) exercise consent of the Administrative Agent before causing the Borrower to agree to any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession modification of any Collateral; (ii) require Borrowers Collateral Loan or before causing the Borrower to assemble Collateralacquire, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without chargeLoan, and such sales may be adjourned from time (y) the Collateral Manager (so long as it is an Affiliate of the Borrower) will cause the Borrower to time in accordance with Applicable Law. Agent shall have the right to sell, lease sell or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Loan as directed by the Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale andin its sole discretion (so long as, in lieu the case of actual payment of this clause (y), the purchase price, may credit Collateral Manager and the BDC are afforded a commercially reasonable opportunity to bid for and set off the amount of acquire such price against the ObligationsCollateral Loan in such sale or disposition).
Appears in 6 contracts
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Remedies Upon an Event of Default. If an any Event of Default described shall have occurred and be continuing, then, and in Section 11.1(kany such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) occurs with respect to any Borrower, then by notice to the extent permitted by Applicable Law, Borrower declare all Obligations (Tender Advances and all interest accrued thereon and all other than Secured Bank Product Obligations) shall become automatically amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and all Commitments shall terminatebe immediately due and payable (provided that, without any action by Agent or notice upon the occurrence of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lendersunder Section 6.01(e) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) Credit Agreement, all such amounts shall automatically become and be immediately due and payable, whereupon they shall be due and payable ) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers the Borrower, (ii) give written notice to the fullest extent permitted Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by law;
a ▇▇▇▇ ▇▇ currently outstanding, (biii) terminateby notice sent to the Borrower, reduce or condition any Commitmentrequire the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, or and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any adjustment payment directly to the Aggregate Borrowing Base;
a beneficiary of a ▇▇▇▇ ▇▇ pursuant to a draw by such beneficiary under such ▇▇▇▇ ▇▇, and (civ) require Obligors pursue all remedies available to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreementit at law, by lawcontract, at equity or otherwise, including the rights and all remedies of a secured party under the UCCPledge Agreement and the Control Agreements. Such rights The Borrower hereby pledges, assigns and remedies include grants to the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in its discretionall of the Borrower’s right, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right title and interest in and to conduct such sales on any Obligor’s premises, without charge, and such sales all funds which may be adjourned from time to time be on deposit in accordance with Applicable Law. such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all ▇▇▇▇ ▇▇ Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent shall have may at any time or from time to time after funds are deposited in the right such cash collateral account, apply such funds to sell, lease or otherwise dispose the payment of any Collateral for cashsuch obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, credit or any combination thereofthe Issuer and the Trustee applicable to each series of Bonds covered by a ▇▇▇▇ ▇▇ (each, and Agent may purchase any Collateral at public ora “Tax Agreement”), if permitted by law, private sale and, with respect to the investment of Gross Proceeds (as defined in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsapplicable Tax Agreement).
Appears in 6 contracts
Sources: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Commonwealth Edison Co), Loan Agreement
Remedies Upon an Event of Default. (a) If an any Event of Default described in Section 11.1(k) occurs with respect to any Borrowerand is continuing, then to the extent permitted by Applicable LawAdministrative Agent shall, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In additionat the request of, or if any other Event of Default existsmay, Agent may in its discretion (and shall upon written direction of with the consent of, the Required Lenders) do , take any one or more all of the following from time to timeactions:
(ai) declare the commitment of each Lender to make Loans and any Obligations obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other than Secured Bank Product Obligations) amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrowers to the fullest extent permitted by lawCompany;
(biii) terminate, reduce or condition any Commitment, or make any adjustment require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfiedthen Outstanding Amount thereof); and
(div) exercise any other rights or remedies afforded under any agreementon behalf of itself, by law, at equity or otherwise, including the Lenders and the L/C Issuers all rights and remedies of a secured party available to it, the Lenders and the L/C Issuers under the UCC. Such rights Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and remedies include any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the rights unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
(b) In addition to the foregoing, if any Floorplan Event of Default or Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders or the Required Floorplan Lenders, take any or all of the following actions:
(i) foreclose upon, take possession of, or otherwise exercise any remedies available to it under any Security Instrument with respect to, any of the Collateral securing any Collateral; of the obligations under the Floorplan Loan Documents, or
(ii) require Borrowers take any action to assemble Collateral, at Borrowers’ expense, and make it available perfect or preserve the rights of the Administrative Agent with respect to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral described in its then conditionclause (i) above, including filing any appropriate claim or after document with respect to any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Collateral in any proceeding under any Debtor Relief Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 5 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in clause (i) or (ii) of Section 11.1(k9.1(f) occurs with respect to any the Borrower, then to automatically the extent permitted by Applicable Law, Loans hereunder (with accrued interest thereon) and all Obligations (other than Secured Bank Product Obligations) amounts owing under this Agreement shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction with the consent of the Required Lenders) do any one , the Administrative Agent may, or more upon the request of the following from time Required Lenders, the Administrative Agent shall, by notice to time:
the Borrower, declare the Term Loans hereunder (awith accrued interest thereon) declare any Obligations (and all other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall amounts owing under this Agreement to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;expressly waived.
(c) require Obligors Notwithstanding anything to Cash Collateralize LC Obligationsthe contrary, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, neither the Administrative Agent nor any Lender may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days deliver notice of any proposed sale Default or other disposition Event of Collateral by Default or otherwise consent, take action or direct or require the Administrative Agent shall be reasonable. or any Lender to undertake any action in respect of any Default or Event of Default previously reported to the Administrative Agent shall have and the right Lenders through the delivery of a notice of Default in accordance with Section 7.3(a) more than two years prior to conduct such sales on any Obligor’s premisesdelivery of notice, without chargeconsent, action or direction or requirement to undertake action in respect of Default or Event of Default, and such sales may delivery of notice, consent, action or direction or requirement to undertake action shall be adjourned from time to time invalid and have no effect; provided that, such two year limitation shall not apply if the Administrative Agent or the Required Lenders have commenced any remedial action (whether as set forth in accordance with Applicable Law. Agent shall have this Section 9.2 or as otherwise set forth in the right to sell, lease or otherwise dispose Loan Documents) in respect of any Collateral for cash, credit such Default or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu Event of actual payment of the purchase price, may credit bid and set off the amount of Default prior to such price against the Obligationstime.
Appears in 5 contracts
Sources: Incremental Commitment Amendment (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.), Incremental Commitment Amendment (Warner Music Group Corp.)
Remedies Upon an Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default described Default, in Section 11.1(k) occurs with respect addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a Secured Party under Applicable Law, all Obligations (other than Secured Bank Product Obligations) including the UCC, the Administrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, shall become automatically due declare the principal of and payable the accrued interest on the Advances and all Commitments shall terminate, without any action other amounts whatsoever payable by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time Borrower hereunder to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted Borrower; provided that, upon the occurrence of any Event of Default described in clause (h) of Section 6.01, the Advances and all such other amounts shall automatically become due and payable, without any further action by law;any party.
(b) terminateUpon the occurrence and during the continuation of an Event of Default, reduce or condition any Commitment, or make any adjustment to following written notice by the Aggregate Borrowing Base;
Administrative Agent (c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon provided at the direction of the Required Lenders) advance of the required Cash exercise of control rights with respect to the Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions pursuant to and in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under accordance with the UCC. Such rights and remedies include , the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) Borrower will sell or otherwise dispose of any Collateral in its then conditionReceivable to repay the Obligations as directed by the Administrative Agent (at the direction of the Required Lenders), or after provided that any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral directed by the Administrative Agent shall be reasonableon commercially reasonable terms. Agent The proceeds of any such sale or disposition shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time applied in accordance with Applicable Lawthe Priority of Payments. Notwithstanding anything herein to the contrary, the Administrative Agent shall have not exercise any such control rights with respect to the right Collateral during any period from the date of a Class B Buyout Triggering Event to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public the applicable Class B Buyout Exercise Date (or, if permitted such Class B Buyout Option is not exercised by lawthe Class B Lenders, private the Class B Buyout Option Termination Date); provided, however, that any sale andprocess may be commenced prior to the Class B Buyout Exercise Date or the Class B Buyout Option Termination Date, in lieu of actual payment as applicable, at the discretion of the purchase price, may credit bid and set off the amount of such price against the ObligationsAdministrative Agent.
Appears in 5 contracts
Sources: Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of clause (f) above with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then to outstanding Letters of Credit shall have presented the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsdocuments required thereunder and whether or not the BA Equivalent Loans have matured) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one either or more both of the following from time actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder and whether or not the BA Equivalent Loans s have matured) to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsexpressly waived.
Appears in 5 contracts
Sources: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.)
Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option:
(a) demand that the principal amount of this Note then outstanding shall be converted into Common Shares at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the full Principal Amount of this Note, together with the Interest Amount and other amounts owing in respect thereof, in cash, which aggregate amount payable upon an Event of Default shall be equal to the Mandatory Repayment Amount, defined in Section 3.4(a)(iv) below; provided, however, that upon the occurrence of an Event of Default described in paragraphs (d) or (e) of Section 11.1(k) occurs with respect to any Borrower2.1, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) outstanding principal balance and accrued interest hereunder shall become be automatically due and payable payable. Commencing five (5) days after the occurrence of any Event of Default that causes or if uncured will cause, the acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment Amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and all Commitments shall terminatethe Company hereby waives any presentment, without any action by Agent demand, protest or other notice of any kind. In additionSuch declaration may be rescinded and annulled by ▇▇▇▇▇▇ at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or if annulment shall affect any other subsequent Event of Default exists, Agent may in its discretion or impair any right consequent thereon; or
(and shall upon written direction of Required Lendersb) do exercise or otherwise enforce any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due Holder’s rights, powers, privileges, remedies and payableinterests under this Note, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any CommitmentSecurity Documents, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by applicable law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 5 contracts
Sources: 14% Nonconvertible Subordinated Secured Note (Z Trim Holdings, Inc), 14% Nonconvertible Subordinated Secured Note (Z Trim Holdings, Inc), 14% Nonconvertible Subordinated Secured Note (Z Trim Holdings, Inc)
Remedies Upon an Event of Default. If an Event of Default described shall have occurred and be continuing, then, and in Section 11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations every such event (other than Secured Bank Product Obligationsan event described in clause (f) shall become automatically or (g) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take some or all of the following actions, at the same or different times: (i) suspend the Revolving Commitments of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions until such Event of Default is cured; (ii) terminate the Revolving Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions hereunder; (iii) require that the Borrower Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto)declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and all Commitments shall terminatepayable may thereafter be declared to be due and payable), without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more thereupon the principal of the following from time Loans so declared to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be due and payable, whereupon they together with accrued interest thereon and all reasonable fees and other obligations of the Borrowers accrued hereunder, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iv) require that the Borrowers Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the fullest extent permitted by law;
Minimum Collateral Amount with respect thereto; and (b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(dv) exercise any other rights or remedies afforded provided under this Agreement or any agreementother Loan Document, or any other right or remedy available by law, at equity law or otherwise, including the rights equity; and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession in case of any Collateral; event described in clause (iif) require or (g) of Section 7.01, the obligation of each Lender to make Loans and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all reasonable fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, and the obligation of Borrowers to assemble CollateralCash Collateralize the Letter of Credit Obligations as aforesaid shall automatically become effective, at Borrowers’ expensein each case without further act of Administrative Agent or any Lender or Letter of Credit Issuer, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned without presentment, demand, protest or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days other notice of any proposed sale or other disposition kind, all of Collateral which are hereby waived by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsBorrowers.
Appears in 4 contracts
Sources: Credit Agreement (Vinebrook Homes Trust, Inc.), Credit Agreement (Vinebrook Homes Trust, Inc.), Increase Agreement, Joinder, and Second Amendment to Credit Agreement (Vinebrook Homes Trust, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence and during the continuance of any other Event of Default, all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, Agent may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due but not by way of limitation of the foregoing, Agent may, upon the occurrence and payable and all Commitments shall terminateduring the continuance of an Event of Default, in each case, to the extent permitted by law, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have the right to store the same at any of Borrower’s premises without cost to Agent or Lenders. At Agent’s request upon the occurrence and during the continuance of an Event of Default, Borrower shall, at Borrowers’ Borrower’s expense, assemble the Collateral and make it available to Agent at a place one or more places to be designated by Agent; Agent and reasonably convenient to Agent and Borrower. Borrower recognizes and agrees that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, Agent and Lenders shall to the extent permitted by law be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. To the extent permitted by law, any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Agent and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall of any of the Collateral in accordance with this Section 16 may be reasonable. applied by Agent shall have to the right to conduct such sales on any Obligor’s premisespayment of documented out-of-pocket expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), and any balance of such sales Proceeds may be adjourned applied by Agent toward the payment of such of the Liabilities, and in such order of application, as Agent may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 4 contracts
Sources: Loan and Security Agreement (Apac Customer Service Inc), Loan and Security Agreement (Apac Customer Service Inc), Second Lien Loan and Security Agreement (Apac Customer Service Inc)
Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred.
(c) Upon the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-five percent (85%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in Section 11.1(k2.1(j) occurs with respect to any Borroweror 2.1(k) above, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) Mandatory Default Amount shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or condition any Commitment, or make any adjustment to otherwise prejudice the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and rights of the Holder. No remedy conferred hereby shall upon the direction be exclusive of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 3 contracts
Sources: Senior Secured Convertible Promissory Note (Red Cat Holdings, Inc.), Senior Secured Convertible Promissory Note (Red Cat Holdings, Inc.), Senior Secured Convertible Promissory Note (Red Cat Holdings, Inc.)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any the Borrower, then to automatically the extent permitted by Applicable LawCommitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all Obligations (other than Secured Bank Product Obligations) amounts owing under this Agreement shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction with the consent of the Required Lenders) do any one , the Administrative Agent may, or more upon the request of the following from time Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;expressly waived.
(c) require Obligors Notwithstanding anything to Cash Collateralize LC Obligationsthe contrary, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, neither the Administrative Agent nor any Lender may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created therebydeliver notice of, or otherwise consent, take action or direct or require the conditions Administrative Agent or any Lender to undertake any action in Section 6 are satisfied); and
(d) exercise respect of, any other rights Default or remedies afforded under Event of Default with respect to any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expenseaction taken, and make it available reported publicly pursuant to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if press release, a filing with the premises are owned SEC or leased by a Borrower, Borrowers agree not posting to charge for such storage); and (iv) sell the Platform or otherwise dispose of any Collateral in its then conditionreported to Lenders, or after any further manufacturing or processing thereof, at public or private sale, with more than two years prior to such notice as may be required by Applicable Lawof, consent, action or direction or requirement to undertake action in lots respect of, Default or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice Event of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without chargeDefault, and such sales may notice, consent, action or direction or requirement to undertake action shall be adjourned from time to time in accordance with Applicable Law. Agent shall invalid and have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsno effect.
Appears in 3 contracts
Sources: Credit Agreement (Core & Main, Inc.), Credit Agreement (Core & Main, Inc.), Credit Agreement (Core & Main, Inc.)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsapplicable Issuing Lender) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one either or more both of the following from time actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;expressly waived.
(c) require Obligors Notwithstanding anything to Cash Collateralize LC Obligationsthe contrary, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, neither the Administrative Agent nor any Lender may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created therebydeliver notice of, or otherwise consent, take action or direct or require the conditions Administrative Agent or any Lender to undertake any action in Section 6 are satisfied); and
(d) exercise respect of, any other rights Default or remedies afforded under Event of Default with respect to any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expenseaction taken, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell reported publicly or otherwise dispose of any Collateral in its then conditionreported to Lenders, or after any further manufacturing or processing thereof, at public or private sale, with more than two years prior to such notice as may be required by Applicable Lawof, consent, action or direction or requirement to undertake action in lots respect of, Default or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice Event of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without chargeDefault, and such sales may notice, consent, action or direction or requirement to undertake action shall be adjourned from time to time in accordance with Applicable Law. Agent shall invalid and have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsno effect.
Appears in 3 contracts
Sources: Abl Credit Agreement (Core & Main, Inc.), Abl Credit Agreement (Core & Main, Inc.), Abl Credit Agreement (Core & Main, Inc.)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k) occurs 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower and the Aggregate Borrowing Baseother Loan Parties;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the Parent Guarantor. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of the Parent Guarantor and the Borrower, in each case, on behalf of itself and the Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each of the Parent Guarantor and the Borrower, in each case, on behalf of itself and the Subsidiaries. Each of the Parent Guarantor and the Borrower further agrees on behalf of itself and the Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, each of the Parent Guarantor and the Borrower, in lots each case, on behalf of itself and the Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 3 contracts
Sources: Credit Agreement (Waldencast PLC), Credit Agreement (Waldencast PLC), Credit Agreement (Waldencast Acquisition Corp.)
Remedies Upon an Event of Default. If an Event of Default described occurs or is continuing, and at any time then, and in Section 11.1(kevery such event and at any time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Lead Lenders, and shall (subject to the EETC Intercreditor) occurs with respect at the request of the Lead Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans (or any Obligations (other than Secured Bank Product Obligationsportion thereof) immediately then outstanding to be due and payable, whereupon they shall the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without diligence, presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding;
(c) [reserved];
(d) set-off amounts in any accounts (other than Excluded Accounts) maintained with the Administrative Agent (or any of its affiliates) and apply such amounts to the obligations of the Borrower and the Guarantors hereunder and in the other Loan Documents; and
(e) exercise (or, with respect to Collateral Documents, direct the Collateral Agent to exercise) on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law. In case of any event with respect to the Borrower or any other Loan Party described in Section 7.01(f) or (g), the actions and events described in Section 7.02(a) and (b) shall be required or taken automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower. Any payment received as a result of the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction exercise of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent hereunder shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time applied in accordance with Applicable Law. Agent shall have Section 2.14(b) as subject to the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsEETC Intercreditor.
Appears in 3 contracts
Sources: Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, then take either or both of the following actions, at the same or different times, and any other remedies available to the extent permitted by Applicable LawAdministrative Agent under this Agreement: (i) terminate the Commitments (including the Letter of Credit Commitments), all Obligations and thereupon the Commitments shall terminate immediately, and (other than Secured Bank Product Obligationsii) shall become automatically declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and all Commitments shall terminatepayable may thereafter be declared to be due and payable), without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more thereupon the principal of the following from time Loans so declared to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be due and payable, whereupon they together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers the Borrower; and in case of any event with respect to the fullest extent permitted by law;
(bBorrower described in Sections 7.01(h) terminateor 7.01(i), reduce or condition any Commitmentthe Commitments shall automatically terminate and the principal of the Loans then outstanding, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations together with accrued interest thereon and all fees and other Obligations that are contingent or not yet accrued hereunder and under the other Loan Documents, shall automatically become due and payable, andwithout presentment, if Obligors fail promptly to deposit such Cash Collateraldemand, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether protest or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition kind, all of Collateral which are hereby waived by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsBorrower.
Appears in 3 contracts
Sources: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/)
Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default , the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred.
(c) Upon the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretion (without the obligation to provide notice of such Event of Default or potential Event of Default), may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in Section 11.1(k2.1(k) occurs with respect to any Borrowerabove, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) Mandatory Default Amount shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); andMaker.
(d) exercise No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder.
(e) No remedy conferred hereby shall be exclusive of any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 3 contracts
Sources: Note (Abvc Biopharma, Inc.), Note Agreement (Abvc Biopharma, Inc.), Note Agreement (Abvc Biopharma, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence and during the continuance of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 3 contracts
Sources: Loan and Security Agreement (Obsidian Enterprises Inc), Loan and Security Agreement (Allied Healthcare Products Inc), Loan and Security Agreement (Delphax Technologies Inc)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due have occurred and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timebe continuing:
(a) declare any Obligations (The Secured Parties may exercise in respect of the Collateral, in addition to other than Secured Bank Product Obligations) immediately due rights and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest remedies provided for herein or notice of any kindotherwise available to it, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in the State of New York (the "UCC. Such ") and also may (i) exercise any and all rights and remedies include of the rights to (i) take possession Grantor under, in connection with, or otherwise in respect of, such Collateral, including the completion and filing of any Collateral; the IP Assignment, (ii) require Borrowers to the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Secured Parties forthwith, assemble Collateral, at Borrowers’ expense, all or part of the documents embodying such Collateral as directed by the Secured Parties and make it available to Agent the Secured Parties, at a place to be designated by Agent; the Secured Parties that is reasonably convenient to both the Secured Parties and the Grantor, (iii) enter occupy any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by the Grantor where documents embodying such Collateral or any part thereof are assembled for a Borrowerreasonable period in order to effectuate the Secured Parties' rights and remedies hereunder or under applicable law, Borrowers agree not without obligation to charge for the Grantor in respect of such storage); and occupation, (iv) sell license such Collateral or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing part thereof, (v) with notice as specified below, sell such Collateral or any part thereof in one or more parcels at public or private sale, with at any of the Secured Parties' offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Parties may deem commercially reasonable, and (vi) without prior notice as to the Grantor, direct any licensee of any Collateral to pay all royalties and other payments which may be required or which may thereafter become payable to the Grantor directly to the Secured Parties or any designee of the Secured Parties, but the Secured Parties shall give notice to the Grantor of any such direction no later than five (5) business days after giving any such direction. The Grantor agrees that at least ten (10) days' business notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Parties shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Secured Parties may adjourn any public or private sale from time to time by Applicable Lawannouncement at the time and place fixed therefor, and such sale may, with further notice to the Grantor, be made at the time and place to which it was so adjourned.
(b) All payments received by the Grantor under or in connection with the Collateral shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of the Grantor and shall be immediately paid over to the Secured Parties in the same form as so received (with any necessary endorsement).
(c) All payments made under or in connection with or otherwise in respect of the Collateral, and all cash proceeds received by the Secured Parties in respect of any sale of, collection from, or other realization upon all or any part of such Collateral may, in lots the discretion of the Secured Parties, be held by the Secured Parties, as collateral for, and then or in bulk, at such locations, any time thereafter applied for the ratable benefit of the Secured Parties against all as Agent, in its discretion, deems advisableor any part of the Obligations. Each Borrower agrees that 10 days notice of any proposed Any sale or other disposition of the Collateral and the possession thereof by Agent the Secured Parties shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance compliance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose all provisions of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment applicable law (including applicable provisions of the purchase price, may credit bid and set off the amount of such price against the ObligationsUCC).
Appears in 3 contracts
Sources: Intellectual Property Security Agreement (Merlin Software Technologies International Inc), Intellectual Property Security Agreement (Merlin Software Technologies International Inc), Intellectual Property Security Agreement (Merlin Software Technologies International Inc)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Parent Borrower or the Opco Borrower described in Section 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Opco Borrower, take any or all of the following actions, at the same or different times:
(a) terminate the Commitments and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind (except as otherwise required by the Loan Documents), all of which are hereby waived by the Borrowers;
(c) require that the Borrowers provide Cash Collateral as required in Section 2.06(o); and
(d) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents and applicable Law. If an Event of Default described in Section 11.1(k7.01(f) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations Commitments shall (other than Secured Bank Product in respect of any UK Loan Party) automatically terminate and the principal of the Loans then outstanding and cash collateral for the L/C Obligations) shall become automatically due and payable , together with accrued interest thereon and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if fees and other Secured Obligations accrued hereunder and under any other Event of Default existsLoan Document, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligationsin respect of any UK Loan Party) immediately automatically become due and payable, whereupon they and the obligation of the Borrowers (other than any UK Loan Party) to cash collateralize the L/C Obligations as provided in clause (c) above shall be due and payable automatically become effective, in each case, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Cummins Inc)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to Intermediate Holdings and/or the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.19(j); and;
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable Law; and
(e) in addition to any other rights or and remedies afforded under any agreementgranted to the Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including exercise on behalf of itself and the Lenders all rights and remedies of a secured party under the UCCUCC or any other applicable Law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by Intermediate Holdings on behalf of itself and its Restricted Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by Intermediate Holdings on behalf of itself and its Restricted Subsidiaries. Intermediate Holdings further agrees on behalf of itself and its Restricted Subsidiaries, at the Agent’s request in connection with the foregoing, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Agent shall reasonably select, whether at the premises are owned or leased by a of Intermediate Holdings, the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Agent and the Lenders hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable any provision of Law, in lots including Section 9-615(a)(3) of the UCC, need the Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable Law, Intermediate Holdings on behalf of itself and its Restricted Subsidiaries waives all claims, damages and demands it may acquire against the Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonablerequired by Law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Agent If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to Intermediate Holdings and/or the Borrower, the Commitments shall have automatically terminate and the right principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of Intermediate Holdings and the Borrower accrued hereunder and under any other Loan Document, including any break funding payment or prepayment premium, shall automatically become due and payable, and the obligation of the Borrower to conduct such sales on any Obligor’s premisescash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without chargepresentment, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selldemand, lease protest or otherwise dispose other notice of any Collateral for cashkind, credit or any combination thereof, all of which are hereby waived by Intermediate Holdings and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsBorrower.
Appears in 3 contracts
Sources: Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (Madison Square Garden Co)
Remedies Upon an Event of Default. (a) If an any Event of Default described has occurred and is continuing, then, and in Section 11.1(k) occurs with respect any such event, the Agent may, acting upon the instruction of Holders collectively owed more than 50% of the aggregate principal amount outstanding under all Notes at such time, by notice to any the Borrower, then declare all outstanding principal of this Note (and all accrued and unpaid Interest thereon, including Cash Interest and PIK Interest) and all other amounts owing under this Note to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically be forthwith due and payable in cash, whereupon all outstanding principal of this Note, all such accrued and unpaid Interest and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any such other Event of Default exists, Agent may in its discretion (amounts will become and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be forthwith due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest protest, notice of acceleration, notice of intent to accelerate, or further notice of any kind, all of which are hereby expressly waived by Borrowers the Borrower; provided, however, that if any Event of Default under Section 9.1(d) occurs, all outstanding principal of this Note, all accrued and unpaid Interest thereon and all other amounts owing under this Note will automatically become and be due and payable, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate or any notice of any kind, all of which are hereby expressly waived by the fullest extent permitted by law;Borrower. For the avoidance of doubt, the principal amount of this Note (and all accrued and unpaid Interest thereon, including PIK Interest) will be paid no later than the day preceding the fifth anniversary of the Issue Date.
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, andThe Borrower agrees that, if Obligors fail promptly to deposit such Cash Collateralany Event of Default shall have occurred and be continuing, Agent may (and shall upon then, the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of addition to any proposed sale rights now or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by hereafter existing under applicable law, private sale and, will have all rights as a secured creditor under the UCC in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsall relevant jurisdictions.
Appears in 3 contracts
Sources: Convertible Secured Promissory Note, Subordination Agreement (Skullcandy, Inc.), Subordination Agreement (Skullcandy, Inc.)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then to outstanding Letters of Credit shall have presented the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsdocuments required thereunder) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one either or more both of the following from time actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsexpressly waived.
Appears in 3 contracts
Sources: Abl Credit Agreement (Core & Main, Inc.), Abl Credit Agreement (Nci Building Systems Inc), Credit Agreement (SiteOne Landscape Supply, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubparagraph 12(g) occurs with respect hereof, all of Borrower's Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Bank, upon demand but without legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Bank may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured but not by way of limitation of the foregoing, Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatemay, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have the right to store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Bank at a place one or more places to be designated by Agent; (iii) enter Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and store Collateral on agrees that Bank shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by Bank of any of the Collateral may be required applied by Applicable LawBank to the payment of expenses in connection with the Collateral, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premisesincluding, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Bank toward the payment of such of the Liabilities, and in such order of application, as Bank may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 3 contracts
Sources: Loan and Security Agreement (Empire of Carolina Inc), Loan and Security Agreement (Empire of Carolina Inc), Loan and Security Agreement (Empire of Carolina Inc)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs and is continuing (other than an event with respect to the Borrower described in Sections 7.01 (f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers the Borrower to the fullest extent permitted by applicable law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Sections 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document including any break funding payment or prepayment premium, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Secured Parties may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any Collateral; kind (iiexcept any notice required by law referred to below) require Borrowers to assemble or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, at Borrowers’ expenseor any part thereof, and make it available or consent to Agent at a place designated the use by Agent; (iii) enter any premises where Collateral is located and store Loan Party of any cash collateral arising in respect of the Collateral on such premises until sold (and if terms as the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, Administrative Agent deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Paycom Software, Inc.), Credit Agreement (Paycom Software, Inc.), Credit Agreement (Paycom Software, Inc.)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Lead Borrower described in Section 11.1(k) occurs 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Lead Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Obligations of the Lead Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;Lead Borrower; and
(c) require Obligors exercise on behalf of itself and the Lenders all rights and remedies available to Cash Collateralize LC Obligationsit and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(f) occurs with respect to the Lead Borrower, Secured Bank Product Obligations the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations that are contingent or not yet accrued hereunder and under any other Loan Document, shall automatically become due and payable, andin each case, if Obligors fail promptly to deposit such Cash Collateralwithout presentment, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether demand, protest or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition kind, all of Collateral which are hereby waived by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsLead Borrower.
Appears in 3 contracts
Sources: Credit Agreement (ESAB Corp), Credit Agreement (ESAB Corp), Credit Agreement (ESAB Corp)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then to outstanding Letters of Credit shall have presented the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsdocuments required thereunder) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one either or more both of the following from time actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsexpressly waived.
Appears in 2 contracts
Sources: Credit Agreement (Envision Healthcare Corp), Credit Agreement (Emergency Medical Services CORP)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required 133 DB3/ 204690278.10 Lenders, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and Applicable Law. If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCNew York Uniform Commercial Code or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the 134 DB3/ 204690278.10 Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as set forth in Section 7.03, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least 10 days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Veris Residential, L.P.), Revolving Credit and Term Loan Agreement (Veris Residential, L.P.)
Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option:
(a) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the full Principal Amount of this Note, together with the Interest Amount and other amounts owing in respect thereof, in cash, which aggregate amount payable upon an Event of Default shall be equal to the Mandatory Repayment amount, defined below; provided, however, that upon the occurrence of an Event of Default described in paragraphs (g) and (h) of Section 11.1(k) occurs with respect to any Borrower2.1, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) outstanding principal balance and accrued interest hereunder shall become be automatically due and payable payable. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and all Commitments shall terminatethe Company hereby waives any presentment, without any action by Agent demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. In additionSuch declaration may be rescinded and annulled by H▇▇▇▇▇ at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or if annulment shall affect any other subsequent Event of Default exists, Agent may in its discretion or impair any right consequent thereon.
(and shall upon written direction of Required Lendersb) do exercise or otherwise enforce any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due Holder’s rights, powers, privileges, remedies and payableinterests under this Note, whereupon they shall be due and payable without diligencethe Security Agreement, presentment, demand, protest or notice applicable law. In connection with the Holder’s exercise of any kindof its remedies hereunder, all of which are hereby waived by Borrowers the Company shall use its reasonable best efforts to cooperate with the Holder to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to end that the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other Holder’s rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may hereunder will be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationseffectuated.
Appears in 2 contracts
Sources: Convertible Note Agreement (Z Trim Holdings, Inc), Convertible Note Agreement (Z Trim Holdings, Inc)
Remedies Upon an Event of Default. (a) If an any Event of Default described in clause (d), (e) or (f) of Section 11.1(k) occurs 5 shall have occurred (taking into account all grace periods), the principal on and under this Note then outstanding, together with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable accrued interest thereon and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any fees and other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more obligations of the following from time to time:
(a) declare any Obligations (Debtor accrued hereunder and under the other than Secured Bank Product Obligations) immediately Financing Documents, shall automatically become due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;Debtor.
(b) terminateIf any other Event of Default described in Section 5 shall have occurred (which, reduce or condition for clarity, is after taking into account all grace periods set forth in Section 5), and at any Commitmenttime thereafter during the continuance of such Event of Default, or make any adjustment the Majority Lenders may, by notice to the Aggregate Borrowing Base;Debtor, declare the principal on and under this Note to be due and payable in whole, and thereupon the principal on and under this Note, together with accrued interest thereon and all fees and other obligations of the Debtor accrued hereunder and under the other Financing Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Debtor and the Guarantors.
(c) require Obligors No course of dealing and no delay on the part of any Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Note or by any other Financing Document upon any Holder shall be exclusive of any other right, power or remedy referred to Cash Collateralize LC Obligationsherein or therein or now or hereafter available at law, Secured Bank Product Obligations and other Obligations that are contingent in equity, by statute or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); andotherwise
(d) exercise The Debtor will deliver written notice of the occurrence of any Event of Default under this Note or any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including Financing Document within three (3) business days following the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount occurrence of such price against the ObligationsEvent of Default.
Appears in 2 contracts
Sources: Subordination Agreement (TRUEYOU.COM), Subordination Agreement (TRUEYOU.COM)
Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within ten (10) Business Days, Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsections of Section 2.1 hereof under which such Event of Default has occurred.
(c) If an Event of Default shall have occurred and shall not have been remedied within ten (10) Business Days, provided, however, that there shall be no cure period for an Event of Default described in Section 11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition2.1(i), or if 2.1(j), the Holder may at any other Event of time at its option declare the Mandatory Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately Amount due and payable, whereupon they and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. Upon the occurrence of an Event of Default described in clauses Sections 2.1(i) or (j) above, the Mandatory Default Amount shall become immediately due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or condition any Commitment, or make any adjustment to otherwise prejudice the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and rights of the Holder. No remedy conferred hereby shall upon the direction be exclusive of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 2 contracts
Sources: Term Promissory Note (Freight Technologies, Inc.), Term Promissory Note (Freight Technologies, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default (other than an Event of Default described in Section 11.1(k) occurs with respect 8.02(c)), the Lender may, by written notice to any a Responsible Officer of the Borrower, then declare that the Final Maturity Date has occurred and upon any such declaration, the date of such notice shall be deemed to be the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) Final Maturity Date and the Loan Amount shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) be immediately due and payable, whereupon they together with all accrued and unpaid interest thereon and all other Obligations and the Commitment shall be automatically terminate, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
(b) Upon the occurrence of an Event of Default described in Section 8.02(c) with respect to the Borrower, the Final Maturity Date shall occur automatically upon the date of such occurrence and the unpaid Loan Amount shall automatically become due and payable payable, together with all accrued and unpaid interest thereon and all other Obligations and the Commitment shall automatically terminate, without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers the Borrower.
(c) Following any acceleration of the unpaid Loan Amount pursuant to this Section 8.03, the Lender shall have, in addition to all other rights and remedies under this Agreement (including, the imposition of the Default Rate), the other Transaction Documents or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws to a secured party, which rights shall be cumulative, including the right to foreclose upon the Collateral and sell all or any portion thereof at public or private sale (and the Borrower agrees that, to the extent that notice of such sale is required, notice ten (10) days prior to such sale shall be adequate and reasonable notice for all purposes).
(d) Upon the occurrence and continuation of an Event of Default, subject to any applicable cure period, and if the Lender exercises its foreclosure rights in accordance with this Section 8.03 with respect to the Collateral, the Borrower agrees to deliver, or cause the delivery of, each item of Collateral to the Lender on demand. Without limiting the generality of the foregoing, the Borrower agrees that, upon the occurrence and continuation of an Event of Default, if the Lender exercises its foreclosure rights with respect to the Collateral, the Lender shall have the right, subject to the mandatory requirements of Applicable Law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale, for cash, upon credit or for future delivery. Any purchaser that has purchased any Collateral pursuant to any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
(e) The Lender shall give a Responsible Officer of the Borrower ten (10) days’ prior written notice (which the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Lender’s intention to sell any Collateral pursuant to Section 8.03(d). Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, shall first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate portions thereof, as the Lender may determine. The Lender shall not be obligated to make any sale of any Collateral, regardless of the fact that notice of sale of such Collateral shall have been given. The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Lender until the sale price is paid by the purchaser or purchasers thereof, but the Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, the Lender may bid for or purchase, free (to the extent permitted by Applicable Law) from any right of redemption, stay, valuation or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by Applicable Law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Person from the Borrower as a credit against the purchase price, and such Person may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Borrower therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Lender shall be free to carry out such sale pursuant to such agreement and after a sale of the Collateral, the Borrower shall not be entitled to the return of the Collateral nor be entitled to the return of any portion thereof subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full; provided that the Lender shall apply such proceeds in accordance with Section 3.03(b) and after all Secured Obligations have been paid in full, any Collateral and any funds remaining from the sale of the Collateral shall be released to the Borrower its designees, and control over and ownership of such Collateral and any such funds shall revert to the Borrower. As an alternative to exercising the power of sale herein conferred upon it, the Lender proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 8.03(e) shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.
(f) Upon the occurrence of an Event of Default, regardless of the other means of obtaining payment of any of the obligations of the Borrower hereunder or under any other Transaction Document, the Lender is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower) and to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations set off and apply deposits and other Obligations that are contingent or not yet sums against the obligations of the Borrower due under this Agreement and payablethe other Transaction Documents, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, the Lender shall have made any demand under this Agreement or the conditions in Section 6 are satisfied); and
(d) exercise other Transaction Documents. No Gemini Party shall be entitled to any right of setoff under this Agreement or any other rights Transaction Document. If the Lender, directly or remedies afforded under through an Affiliate, obtains any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession payment of any Collateral; Obligation of the Borrower (ii) require Borrowers other than pursuant to assemble CollateralSection 3.03), at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on the Lender shall deposit such premises until sold (and if payments into the premises are owned or leased by a Borrower, Borrowers agree not to charge Collection Account for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time application in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsSection 3.03.
Appears in 2 contracts
Sources: Credit Agreement (Gemini Space Station, Inc.), Credit Agreement (Gemini Space Station, Inc.)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors exercise on behalf of itself and the Lenders all rights and remedies available to Cash Collateralize LC Obligationsit and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, Secured Bank Product Obligations the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations that are contingent obligations of the Borrower accrued hereunder and under any other Loan Document including any break funding payment or not yet prepayment premium, shall automatically become due and payable, andin each case, if Obligors fail promptly to deposit such Cash Collateralwithout presentment, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether demand, protest or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition kind, all of Collateral which are hereby waived by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsBorrower.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Rocket Companies, Inc.), Revolving Credit Agreement (Rocket Companies, Inc.)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs or 7.01(i)), then at any time thereafter during the continuance of such event, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize that the Borrower provide cash collateral for the LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Exposure as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied)2.06(j) hereof; and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in clause (h) or (i) of Section 7.01 occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and, to the extent required, cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Secured Parties may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Administrative Agent may elect (but subject to Section 7.03), and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given, as provided in Section 9.01, at least 10 days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 2 contracts
Sources: Credit Agreement (MasterBrand, Inc.), Credit Agreement (MasterBrand, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence and during the continuance of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower’s premises without cost to Lender. At Lender’s request, Borrower shall, at Borrowers’ Borrower’s expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys’ fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 2 contracts
Sources: Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc)
Remedies Upon an Event of Default. (a) If an any Event of Default described in Section 11.1(k) occurs shall have occurred and shall be continuing for a period of 120 days after written notice thereof from the Purchasers to the Debtors (except with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice occurrence of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from events specified in subparagraphs 3(v), 3(vii) and 3(viii) hereof, in which case no notice or any continuance of an Event of Default for any period of time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligencenecessary), presentmentthe Purchasers shall, demand, protest or notice of any kind, all of which are hereby waived by Borrowers subject to the fullest extent permitted by law;
(b) terminateprovisions of Section 19 of this Agreement, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the State of New York (the "UCC. Such "), or other applicable law, including the power of sale upon notice, and all rights provided herein, all of which rights and remedies include shall, to the rights to fullest extent permitted by law, be cumulative.
(ib) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if The Purchasers shall apply the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed proceeds from the sale or other disposition of the Collateral pursuant to the provisions of this Section 7(b) and any other amounts held by it as Collateral hereunder in the following order:
(i) FIRST, to the payment of its reasonable costs and expenses, if any (including, without limitation, reasonable attorneys' fees and expenses), in preserving their interests in such Collateral or in enforcing any remedies granted in or realizing against the security of, this Agreement or any disbursements by the Purchasers under Section 7 hereof and any other amounts owing to the Purchasers under this Agreement;
(ii) SECOND, to the payment to the Purchasers of accrued and unpaid interest due and payable on the Promissory Notes made by the Debtors (whether at stated maturity, by acceleration or otherwise);
(iii) THIRD, to the payment to the Purchasers of the outstanding principal amount due and payable on the Promissory Notes (whether at stated maturity, by acceleration or otherwise);
(iv) FOURTH, to the payment of any other Obligations of the Debtors due and payable to the Purchasers on the date of such application; and
(v) FIFTH, after the payment in full of all of the obligations (including those not due and payable at the time of the application referred to in clauses (i)-(iv) above), to the payment to the Debtors of any surplus then remaining from such proceeds or otherwise as a court of competent jurisdiction may direct.
(c) The realization, sale or other disposition of all or substantially all of the Collateral by Agent the Purchasers pursuant to this Section 7(c) shall be reasonable. Agent shall have the right deemed to conduct such sales on any Obligor’s premises, without charge, fully relieve and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment discharge each of the purchase price, may credit bid Debtors of all of their respective and set off collective Obligations hereunder and under the amount of such price against the ObligationsPromissory Notes and related Note Purchase Agreement.
Appears in 2 contracts
Sources: Note Purchase Agreement (Bion Environmental Technologies Inc), Note Purchase Agreement (Bion Environmental Technologies Inc)
Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred.
(c) Upon the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in Section 11.1(k2.1(j) occurs with respect to any Borrowerabove, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) Mandatory Default Amount shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or condition any Commitment, or make any adjustment to otherwise prejudice the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and rights of the Holder. No remedy conferred hereby shall upon the direction be exclusive of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 2 contracts
Sources: Note Agreement (PaxMedica, Inc.), Note Agreement (Blue Star Foods Corp.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount. The Mandatory Default Amount shall be earned by the Holder on the date of such Event of Default and shall be due and payable on the earlier to occur thereafter of (i) the Maturity Date, (ii) the date of any conversion, (iii) the date of any redemption, (iv) the date of any prepayment of this Note, or (v) the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred.
(c) Upon the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that upon the occurrence of an Event of Default described in Section 11.1(kSections 2.1(j) occurs with respect to any Borroweror (k) above, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) Mandatory Default Amount shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or condition any Commitment, or make any adjustment to otherwise prejudice the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and rights of the Holder. No remedy conferred hereby shall upon the direction be exclusive of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 2 contracts
Sources: Note Agreement (Castellum, Inc.), Note Agreement (Castellum, Inc.)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs or Section 7.01(i)), then at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize that the Borrower provide cash collateral for the LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Exposure as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied)2.06(j) hereof; and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in clause (h) or (i) of Section 7.01 occurs with respect to the Borrower, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding and, to the extent required, cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Secured Parties may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Administrative Agent may elect (but subject to Section 7.03), and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given, as provided in Section 9.01, at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 2 contracts
Sources: Credit Agreement (MasterBrand, Inc.), Credit Agreement (MasterBrand, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Administrative Agent may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Administrative Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Administrative Agent may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), at Borrowers’ expensewherever it may be found, and make for that purpose may pursue the same wherever it available to Agent at a place designated by Agent; (iii) may be found, and may enter onto any of Borrower’s premises where any of the Collateral is located may be, and search for, take possession of, remove, keep and store any of the Collateral on such premises until the same shall be sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then conditiondisposed of, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. and Administrative Agent shall have the right to conduct store the same at any of Borrower’s premises without cost to Administrative Agent or Lenders. At Administrative Agent’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Administrative Agent at one or more places to be designated by Administrative Agent and reasonably convenient to Administrative Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Administrative Agent and Lenders, and agrees that Administrative Agent and Lenders shall be entitled to temporary and permanent injunctive relief in any such sales on case without the necessity of proving actual damages. Any notification of intended disposition of any Obligor’s premisesof the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Administrative Agent and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Administrative Agent and Lenders may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Administrative Agent of any of the Collateral may be applied by Administrative Agent to the payment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys’ fees, and any balance of such sales Proceeds may be adjourned applied by Administrative Agent toward the payment of such of the Liabilities, and in such order of application, as Administrative Agent may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cobra Electronics Corp), Loan and Security Agreement (Cobra Electronics Corp)
Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in Section 11.1(k(i) occurs with respect to any BorrowerSections 2.1 (j) or (k), then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) outstanding principal balance hereunder shall become be automatically due and payable and all Commitments (ii) Sections 2.1 (b)-(i), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall terminate, without any action by Agent or notice be converted into shares of any kind. In addition, or if any other Common Stock at a Conversion Price per share calculated pursuant to Sections 3.1 and 3.4 hereof assuming that the date that the Event of Default existsoccurs is the Conversion Date (as defined in Section 3.1 hereof), Agent may in its discretion or (and shall upon written direction of Required Lendersc) do exercise or otherwise enforce any one or more of the following Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. Upon the occurrence of an Event of Default, the Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from time the date of the Event of the Default until such Event of Default is cured at the rate equal to time:
the lesser of ten percent (a10%) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they the maximum applicable legal rate per annum. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be due and payable without diligence, presentment, demand, protest or notice exclusive of any kindother remedy referred to herein or now or hereafter available at law, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreementequity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Remote Dynamics Inc), Note and Warrant Purchase Agreement (Remote Dynamics Inc)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower and the Aggregate Borrowing Base;other Loan Parties; and
(c) require Obligors exercise on behalf of itself and the Lenders all rights and remedies available to Cash Collateralize LC Obligationsit and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(h) or 7.01(i) occurs with respect to the Borrower, Secured Bank Product Obligations the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations that are contingent or not yet accrued hereunder and under any other Loan Document, shall automatically become due and payable, andin each case, if Obligors fail promptly without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of themselves and their Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in Section 7.03, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 2 contracts
Sources: Credit Agreement (Pacira BioSciences, Inc.), Credit Agreement (Pacira BioSciences, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubparagraph 12(h) occurs with respect or (i) hereof, all of Borrower's Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Bank, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Bank may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured but not by way of limitation of the foregoing, Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatemay, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have the right to store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Bank at a place one or more places to be designated by Agent; (iii) enter Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and store Collateral on agrees that Bank shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by Bank of any of the Collateral may be required applied by Applicable LawBank to the payment of expenses in connection with the Collateral, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premisesincluding, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Bank toward the payment of such of the Liabilities, and in such order of application, as Bank may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 2 contracts
Sources: Loan and Security Agreement (Amcon Distributing Co), Loan and Security Agreement (Amcon Distributing Co)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 12(g) occurs with respect hereof, all of Borrower's Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Bank, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Bank may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured but not by way of limitation of the foregoing, Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatemay, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have the right to store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Bank at a place one or more places to be designated by Agent; (iii) enter Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and store Collateral on agrees that Bank shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by Bank of any of the Collateral may be required applied by Applicable LawBank to the payment of expenses in connection with the Collateral, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premisesincluding, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Bank toward the payment of such of the Liabilities, and in such order of application, as Bank may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 2 contracts
Sources: Loan and Security Agreement (California Pro Sports Inc), Loan and Security Agreement (Plymouth Rubber Co Inc)
Remedies Upon an Event of Default. If an (a) Upon the occurrence of any Event of Default described in (other than pursuant to Section 11.1(k8.1(f), 8.1(g) occurs or a Term C Loan Payment Event of Default or, solely with respect to any the Borrower, then Section 8.1(i)), at the request of the Required Lenders, upon notice to the extent permitted Borrower by Applicable Lawthe Administrative Agent:
(i) the applicable Commitments will immediately terminate or be reduced (as specified by the Administrative Agent);
(ii) the aggregate principal of all applicable Loans, all accrued and unpaid interest thereon and all fees and all other Obligations (under this Agreement and the other than Secured Bank Product Obligations) shall Credit Documents will become automatically due and payable and all Commitments shall terminateimmediately, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers each Credit Party; and
(iii) the Administrative Agent may, and may cause the Collateral Agent to, exercise any and all of its other rights and remedies under applicable law (including any applicable UCC) or at equity, hereunder and under the other Credit Documents. provided that upon an Event of Default pursuant Section 8.1(f), 8.1(g) or, solely with respect to the fullest extent permitted by law;Borrower, 8.1(i), the Commitments of each Lender shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent, the Collateral Agent or any Lender.
(b) terminate, reduce or condition any Commitment, or make any adjustment Upon the occurrence of an Event of Default under Section 8.1(a) solely with respect to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon repayment of the direction of Required Lenders) advance the required Cash Collateral as Revolver Term C Loans (whether or not an Overadvance exists or is created therebyif any) on the applicable Term Loan Maturity Date (a “Term C Loan Payment Event of Default”), or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) the Required Term C Loan Lenders may take possession any of any Collateral; the actions specified in Section 8.2(a) in respect of the Term C Loans and Term C Loan Commitments and (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iiithe Required Lenders may take any of the actions specified in Section 8.2(a) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose in respect of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees Term C Loan Payment Event of Default that 10 days notice has occurred and is continuing upon the occurrence of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsa Term C Loan Payment Cross Default.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Cohu Inc), Credit and Guaranty Agreement (Cohu Inc)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 2 contracts
Sources: Loan and Security Agreement (Infinity Inc), Loan and Security Agreement (Tarpon Industries, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.
(b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred.
(c) Upon the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretion (without the obligation to provide notice of such Event of Default or potential Event of Default), may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in Section 11.1(k2.1(k) occurs with respect to any Borrowerabove, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) Mandatory Default Amount shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); andMaker.
(d) exercise No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder.
(e) No remedy conferred hereby shall be exclusive of any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 2 contracts
Sources: Note Agreement (Blue Star Foods Corp.), Note Agreement (Blue Star Foods Corp.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 16(e) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, LaSalle may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, LaSalle may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent LaSalle at a place one or more places to be designated by Agent; (iii) enter LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice LaSalle shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any proposed sale or other of the Collateral required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any disposition by LaSalle of any of the Collateral may be applied by Agent shall be reasonable. Agent shall have LaSalle to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral including, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel) and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in such sales order of application, as LaSalle may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 2 contracts
Sources: Loan and Security Agreement (Nematron Corp), Loan and Security Agreement (Nematron Corp)
Remedies Upon an Event of Default. (a) If an Event of Default occurs (other than an event with respect to the Borrower described in Section 7.01(f) and other than a Financial Covenant Event of Default), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:
(i) terminate the Commitments and thereupon the Commitments shall terminate immediately;
(ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind (except as otherwise required by the Loan Documents), all of which are hereby waived by the Borrower;
(iii) require that the Borrower provide Cash Collateral as required in Section 2.06(o); and
(iv) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents and applicable Law.
(b) If an Event of Default described in Section 11.1(k7.01(f) occurs with respect to any the Borrower, the Commitments shall automatically terminate and the principal of the Loans then to outstanding and cash collateral for the extent permitted by Applicable LawL/C Obligations, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable together with accrued interest thereon and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if fees and other Secured Obligations accrued hereunder and under any other Event of Default existsLoan Document, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately automatically become due and payable, whereupon they and the obligation of the Borrower to Cash Collateralize the L/C Obligations as provided in Section 7.02(a)(iii) above shall be due and payable automatically become effective, in each case, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;Borrower.
(c) require Obligors If any Financial Covenant Event of Default shall have occurred and be continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Financial Covenant Lenders (take any of the actions specified under Sections 7.02(a)(i) through (iv) above, but solely with respect to Cash Collateralize LC Obligationsthe Financial Covenant Facilities (subject to Section 7.02(e) below).
(d) If any Financial Covenant Event of Default shall have occurred and be continuing and the Required Financial Covenant Lenders (or the Administrative Agent on their behalf) have declared all amounts outstanding under the Financial Covenant Facilities to be due and payable and all outstanding Commitments under the Financial Covenant Facilities to be terminated, Secured Bank Product Obligations in each case in accordance with this Agreement as a result of such breach, and such declaration has not been rescinded, then the Administrative Agent shall, at the request of, or may, with the consent of, the Required Term B Lenders (i) declare the unpaid principal amount of all outstanding Term B Loans and/or, unless the Borrower shall agree that such Incremental Term B Loans or Permitted Refinancing Term Loans shall have the benefit of the Financial Covenants hereunder in the documentation in respect thereof, Incremental Term B Loans and/or Permitted Refinancing Term Loans, all interest accrued and unpaid thereon, and all other Obligations that are contingent amounts owing or not yet payable hereunder or under any other Loan Document in each case to the applicable Lenders to be immediately due and payable, andwithout presentment, if Obligors fail promptly demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and (ii) exercise, on behalf of itself and the Term B Lenders, all rights and remedies available to deposit such Cash Collateral, Agent may it and the Term B Lenders under the Loan Documents (subject to Section 7.02(e) below).
(e) Notwithstanding Sections 7.02(c) and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) above, in the event that after a Financial Covenant Event of Default both (i) all amounts outstanding under the Revolving Credit Facility and the Term A Loans, respectively, have been declared due and payable, and all commitments thereunder terminated, pursuant to Section 7.02(c) above and (ii) all amounts outstanding with respect to the Term B Loan facility and, unless the Borrower shall agree that Incremental Term B Loans or Permitted Refinancing Term Loans shall have the benefit of the financial covenants hereunder in the documentation in respect thereof, any Incremental Term B Loans and Permitted Refinancing Term Loans have been declared due and payable pursuant to Section 7.02(d) above, then in such case the exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the of rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent Loan Documents shall be reasonable. Agent shall have the right conducted pursuant to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsSection 7.02(a).
Appears in 2 contracts
Sources: Credit Agreement (Phinia Inc.), Credit Agreement (Phinia Inc.)
Remedies Upon an Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default described Default, in Section 11.1(k) occurs with respect addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a Secured Party under Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due including the UCC, the Administrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, may declare the principal of and payable the accrued interest on the Advances and all Commitments shall terminate, without any action other amounts whatsoever payable by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time Borrower hereunder to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers the Borrower; provided that, upon the occurrence of any Event of Default described in clause (h) of Section 6.01, the Advances and all such other amounts shall automatically become due and payable, without any further action by any party; provided, further, that in the case of any Event of Default described in Section 6.01(a) that involves a default in the payment of or failure to deposit amounts due and payable solely to a Class B Lender, then the Administrative Agent shall not declare the principal of and the accrued interest on the Class B Advances (and all other amounts whatsoever payable by the Borrower to the fullest extent permitted by law;Class B Lenders) to be immediately due and payable without receiving the prior written consent of (i) the Initial Class B Lender or (ii) if the Initial Class B Lender is no longer a Class B Lender, one or more Class B Lenders having Class B Advances in an amount greater than 50% of the aggregate outstanding principal amount of all Class B Advances.
(b) terminateUpon the occurrence and during the continuation of an Event of Default, reduce following written notice by the Administrative Agent (provided in its sole discretion or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon at the direction of the Required Lenders) advance of the required Cash exercise of control rights with respect to the Collateral as Revolver Loans pursuant to and in accordance with the UCC (whether or not an Overadvance exists or is created therebyfor the avoidance of doubt, or which notice shall also be sent to the conditions in Section 6 are satisfiedClass B Lenders); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) Borrower will sell or otherwise dispose of any Collateral Eligible Receivable to repay the Obligations as directed by the Administrative Agent in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Borrower agrees provided that 10 days notice of any proposed such sale or other disposition of Collateral directed by the Administrative Agent shall be reasonableon commercially reasonable terms. Agent The proceeds of any such sale or disposition shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time applied in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose Priority of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsPayments.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (BILL Holdings, Inc.), Revolving Credit and Security Agreement (Bill.com Holdings, Inc.)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of subsection 9.1(f) with respect to any Borrower, the Commitments, if any, shall automatically terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then to outstanding Letters of Credit shall have presented the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsdocuments required thereunder) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one either or more both of the following from time actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsexpressly waived.
Appears in 2 contracts
Sources: Credit Agreement (Us LBM Holdings, Inc.), Abl Credit Agreement (Uci Holdings LTD)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to any Loan Party described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Lender may, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitment, and thereupon the Commitment shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;Borrower; and
(c) require Obligors exercise all rights and remedies available to Cash Collateralize LC it under the Loan Documents and Applicable Law. If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to any Loan Party, the Commitment shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder and under any other Loan Document, and all other Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet shall automatically become due and payable, andin each case, if Obligors fail promptly to deposit such Cash Collateralwithout presentment, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether demand, protest or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition kind, all of Collateral which are hereby waived by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsBorrowers.
Appears in 2 contracts
Sources: Loan Agreement (Meta Materials Inc.), Loan Agreement (Next Bridge Hydrocarbons, Inc.)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document including any break funding payment, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent, by lawthe Issuing Banks and the Lenders in the Loan Documents, at equity or otherwise, including the Administrative Agent on behalf of the Issuing Banks and the Lenders may exercise all rights and remedies of a secured party under the UCCNew York Uniform Commercial Code or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of Parent and the Borrower, on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Issuing Banks and the Lenders, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Issuing Bank or Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Issuing Bank or Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each of Parent and the Borrower on behalf of itself and its Subsidiaries. Each of Parent and the Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to Parent or in bulkany Loan Party. To the extent permitted by applicable law, at such locationseach of Parent and the Borrower, on behalf of itself and its Subsidiaries, waives all as Liabilities it may acquire against the Administrative Agent, in its discretion, deems advisableany Issuing Bank or any Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.), Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.)
Remedies Upon an Event of Default. If In addition all other rights legally available to Creditor, Creditor shall have the following rights:
a. Debtor hereby irrevocably appoints Creditor and any of Creditor's designees (the "Attorney-in-Fact") as its attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time: (i) upon the occurrence and during the continuance of an Event of Default described Default, or an event which, with the giving of notice or lapse of time or both would become an Event of Default, in Section 11.1(kthe Attorney-in-Fact's discretion, to take any action and to execute any instrument which the Attorney-in-Fact may deem necessary or advisable to accomplish the purposes of this Security Agreement, including without limitation (A) occurs to obtain, adjust, receive, endorse or collect insurance required to be paid to Creditor, and (B) to file any claims or take any action or institute any proceedings which the Attorney-in-Fact may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Creditor with respect to any Borrowerof the Collateral; and (ii) to execute and deliver on behalf of Debtor, then to without the extent signature of Debtor where permitted by Applicable Lawapplicable law, all Obligations (such financing statements and other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent documents as the Attorney-in-Fact may deem necessary to perfect or notice of any kindcontinue perfected the rights in the Collateral granted herein. In addition, Debtor will reimburse Creditor for all expenses of perfecting or if continuing perfection of the rights in the Collateral granted herein;
b. If Debtor fails to perform any other agreement contained herein, Creditor may perform, or cause performance of, such agreement, and the expenses of Creditor incurred in connection therewith shall be payable by Debtor, together with interest at the interest rate (as defined in the Agreement and Plan of Merger), on demand;
c. If any Event of Default existsshall have occurred and be continuing, Agent Creditor may exercise in its discretion (and shall upon written direction of Required Lenders) do any one or more respect of the following from time Collateral, in addition to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due rights and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest remedies provided for herein or notice of any kindotherwise available to it, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party on default under the UCC. Such rights UCC (whether or not the UCC applies to the affected Collateral) and remedies include the rights to also may (i) take possession require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of any Collateral; (ii) require Borrowers to Creditor forthwith, assemble Collateral, at Borrowers’ expense, all or part of the Collateral as directed by Creditor and make it available to Agent Creditor at a place to be designated by Agent; Creditor which is reasonably convenient to both parties, (ii) upon reasonable advance written notice to Debtor, enter upon the property of Debtor to take possession of and remove the Collateral, and (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrowerupon reasonable advance written notice to Debtor, Borrowers agree not to charge for such storage); and (iv) sell sell, transfer, or otherwise dispose deal with the Collateral or any part thereof in its own name or that of any Debtor, and may sell the Collateral in its then condition, one or after any further manufacturing or processing thereof, more parcels at public or private sale, with for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Creditor may deem commercially reasonable. Debtor agrees that to the extent notice as may of sale shall be required by Applicable Law, in lots or in bulklaw, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 least five days notice of the time and location at which such sale is to take place shall constitute reasonable notification. Creditor shall not be obligated to make any proposed sale or other disposition of Collateral by Agent shall be reasonableafter a notice of sale has been given. Agent shall have the right to conduct such sales on Creditor may adjourn any Obligor’s premises, without charge, and such sales may be adjourned public or private sale from time to time in accordance with Applicable Law. Agent shall have by announcement at the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination time and place fixed thereof, and Agent such sale may, without further notice, be made at the time and place to which it is so adjourned;
d. To the extent not prohibited by the UCC, Debtor waives demand, presentment, notice of dishonor, protest, notice of acceptance of this Security Agreement, notice of Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. Creditor shall have no duty as to the collection or protection of the Collateral beyond the safe custody thereof, nor as to the preservation of rights against prior parties. All rights and remedies of Creditor, whether evidenced hereby or by any other instrument or papers shall be cumulative and may purchase any be exercised singularly or concurrently.
e. All proceeds from the sale of Collateral at public orand from the use of Collateral pursuant to the license granted under subsection (c) above shall be applied as follows:
(1) First, if permitted by law, private sale and, in lieu of actual to the payment of any and all fees, costs and expenses incurred by Creditor in connection with such sale, including but not limited to the purchase pricereasonable expenses of advertising the Collateral to be sold, may credit bid and set off the amount repayment of such price against all advances made by Creditor hereunder for the account of Debtor; and
(2) Second, to the payment in full of the Obligations, with any surplus to be paid to Debtor, or as a court of competent jurisdiction shall direct.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Without limiting Lender's right to demand payment of the Liabilities at any time, upon the occurrence of an Event of Default described in Section 11.1(kparagraph 14(f) occurs with respect hereof, all of Borrowers' Liabilities shall immediately and automatically become due and payable, without notice of any kind and upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrowers' or Pledgor's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrowers' or Pledgor's premises without cost to Lender. At Lender's request, Borrowers to assemble Collateralshall, at Borrowers’ ' expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; (iii) enter Lender and reasonably convenient to Lender and Borrowers. Borrowers recognize that if Borrowers fail to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and store Collateral on agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by Lender of any of the Collateral may be required applied by Applicable LawLender to the payment of expenses in connection with the Collateral, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premisesincluding, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have elect, including, without limitation, to provide cash collateral to secure the right to sell, lease or otherwise dispose Letters of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsCredit.
Appears in 1 contract
Sources: Loan and Security Agreement (Marcum Natural Gas Services Inc/New)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and Applicable Law. If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCNew York Uniform Commercial Code or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may 107 DB3/ 204481699.8 deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as set forth in Section 7.03, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least 10 days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Veris Residential, L.P.)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsapplicable Issuing Lender)) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one either or more both of the following from time actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to time:
(a) the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsexpressly waived.
Appears in 1 contract
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any the Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then to outstanding Letters of Credit shall have presented the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsdocuments required thereunder) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more with the consent of the following from time Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to time:
(a) the Revolving Loans, Revolving Commitments, Swing Line Commitments, Swing Line Loans, any Letter of Credit and L/C Obligations), the Administrative Agent may, or upon the request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, by notice to the Borrower, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsexpressly waived.
Appears in 1 contract
Sources: First Lien Credit Agreement (PharMEDium Healthcare Holdings, Inc.)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k) occurs 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower and the Aggregate Borrowing Baseother Loan Parties;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least 10 days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holders holding at least two-thirds of the principal amount of the then outstanding Notes (including Notes that have been issued as payment in kind) may, at any time, at their option declare the entire unpaid principal balance of the Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that following such a declaration made in the manner and by the Holders contemplated above, each Holder may, in its sole and absolute discretion, (a) demand the redemption of the Notes pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of the Notes then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holders demand conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law; provided, further, however, that upon the occurrence of an Event of Default described in Section 11.1(kclauses (k) occurs with respect to any Borroweror (l), then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more entire unpaid principal balance of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately Notes, together with all interest accrued hereon, shall automatically become due and payable, whereupon they and thereupon, the same shall be accelerated and so due and payable payable, without diligence, presentment, demand, protest protest, or notice of any kindnotice, all of which are hereby expressly unconditionally and irrevocably waived by Borrowers the Maker. No course of delay on the part of one or more Holders required pursuant to the fullest extent permitted by law;
(b) terminate, reduce terms hereof shall operate as a waiver thereof or condition any Commitment, or make any adjustment to otherwise prejudice the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and rights of the Holder(s). No remedy conferred hereby shall upon the direction be exclusive of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights remedy referred to herein or remedies afforded under any agreementnow or hereafter available at law, in equity, by law, at equity statute or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.”
Appears in 1 contract
Sources: Amendment Agreement (Genta Inc De/)
Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option:
(a) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the full Principal Amount of this Note, together with the Interest Amount and other amounts owing in respect thereof, in cash, which aggregate amount payable upon an Event of Default shall be equal to the Mandatory Repayment amount, defined below; provided, however, that upon the occurrence of an Event of Default described in paragraphs (g) and (h) of Section 11.1(k) occurs with respect to any Borrower2.1, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) outstanding principal balance and accrued interest hereunder shall become be automatically due and payable payable. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and all Commitments shall terminatethe Company hereby waives any presentment, without any action by Agent demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. In additionSuch declaration may be rescinded and annulled by ▇▇▇▇▇▇ at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or if annulment shall affect any other subsequent Event of Default exists, Agent may in its discretion or impair any right consequent thereon.
(and shall upon written direction of Required Lendersb) do exercise or otherwise enforce any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due Holder’s rights, powers, privileges, remedies and payableinterests under this Note, whereupon they shall be due and payable without diligencethe Security Agreement, presentment, demand, protest or notice applicable law. In connection with the Holder’s exercise of any kindof its remedies hereunder, all of which are hereby waived by Borrowers the Company shall use its reasonable best efforts to cooperate with the Holder to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to end that the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other Holder’s rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may hereunder will be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationseffectuated.
Appears in 1 contract
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs with respect or 7.01(i)), then at any time thereafter during the continuance of such event, at the request of the Required Lenders the Administrative Agent shall, by notice to any the Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent take either or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more both of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;Borrower; and
(c) require Obligors exercise on behalf of itself and the Lenders all rights and remedies available to Cash Collateralize LC Obligationsit and the Lenders under the Credit Documents and applicable law. If an Event of Default described in clause (h) or (i) of Section 7.01 occurs with respect to the Borrower, Secured Bank Product the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and Obligations accrued hereunder and under the other Obligations that are contingent or not yet Credit Documents, shall automatically become due and payable, andin each case, if Obligors fail promptly to deposit such Cash Collateralwithout presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (may, and shall upon at the direction request of the Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created therebyLenders shall, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party provided to the Administrative Agent under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, Credit Documents at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots law or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsequity.
Appears in 1 contract
Sources: Credit Agreement (Fortune Brands Home & Security, Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and ---------------- automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (Gibraltar Packaging Group Inc)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Collateral Agent and Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Collateral Agent's and Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Collateral Agent may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), at Borrowers’ expensewherever it may be found, and make for that purpose may pursue the same wherever it available to Agent at a place designated by Agent; (iii) may be found, and may enter onto any of Borrowers' premises where any of the Collateral is located may be, and search for, take possession of, remove, keep and store any of the Collateral on such premises until the same shall be sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any disposed of, and Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct store the same at any of Borrowers' premises without cost to Collateral Agent. At Collateral Agent's request, each Borrower shall, at Borrowers' expense, assemble the Collateral and make it available to Collateral Agent at one or more places to be designated by Collateral Agent and reasonably convenient to Collateral Agent and such sales on Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any Obligor’s premisesof its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Collateral Agent, and agrees that Collateral Agent shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Collateral Agent and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Collateral Agent may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Collateral Agent of any of the Collateral may be applied by Collateral Agent to the payment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Collateral Agent toward the payment of such of the Liabilities, and in such order of application, as Collateral Agent may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event described in Section 11.1(k) occurs with respect 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and shall at the request of the Required Lenders, by notice to any the Administrative Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers to and the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;other Loan Parties; and
(c) require Obligors exercise on behalf of itself, the Lenders all rights and remedies available to Cash Collateralize LC Obligationsit and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(f) occurs, Secured Bank Product Obligations the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations that are contingent or not yet accrued hereunder and under any other Loan Document, shall automatically become due and payable, andin each case, if Obligors fail promptly without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and the Parent Guarantor. In addition to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of the Parent Guarantor and each Borrower, in each case, on behalf of itself and the Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each of the Parent Guarantor and each Borrower, in each case, on behalf of itself and the Subsidiaries. Each of the Parent Guarantor and each Borrower further agrees on behalf of itself and the Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of any Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, each of the Parent Guarantor and each Borrower, in lots each case, on behalf of itself and the Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Sources: Credit Agreement (Waldencast PLC)
Remedies Upon an Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default described Default, in Section 11.1(k) occurs with respect addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a Secured Party under Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminateincluding the UCC, without any action by Agent or notice of any kind. In additionthe Administrative Agent, or if any other Event of Default exists, Agent may in its discretion (and shall upon solely at the written direction of the Required Lenders) do any one or more , by notice to the Borrowers, shall declare the principal of and the following from time accrued interest on the Advances and all other amounts whatsoever payable by the Borrowers hereunder to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers to each Borrower; provided that, upon the fullest extent permitted occurrence of any Event of Default described in Section 6.01(h), the Advances and all such other amounts shall automatically become due and payable, without any further action by law;any party.
(b) terminateUpon the occurrence and during the continuation of an Event of Default, reduce or condition any Commitment, or make any adjustment to following written notice by the Aggregate Borrowing Base;
Administrative Agent (c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon provided solely at the direction of the Required Lenders) advance of the required Cash exercise of control rights with respect to the Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions pursuant to and in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under accordance with the UCC. Such rights and remedies include , the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) will sell or otherwise dispose of all or any Collateral in its then conditionof their |US-DOCS\161499384.7|| assets to repay the Obligations as directed by the Administrative Agent (at the written direction of the Required Lenders), or after provided that any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition directed by the Administrative Agent (acting at the written direction of the Required Lenders) shall be on commercially reasonable terms. The proceeds of any such sale or disposition shall be applied in accordance with the Priority of Payments.
(c) The Required Lenders hereby agree that they shall not direct the Administrative Agent or the Collateral by Agent to give any notice of exclusive control, default notice or other similar notice under any Facility Document unless an Event of Default shall have occurred and is continuing. Following the waiver of any Event of Default in accordance with the terms hereof, and subject to the satisfaction of the terms and conditions specified in such waiver (if any), the Required Lenders agree to promptly direct the Administrative Agent and the Collateral Agent in writing to notify the recipient of any such notice of exclusive control, default notice or other similar notice that it is withdrawing such notice previously delivered in connection with such Event of Default under the Facility Documents.
(d) For the purpose of enabling each Agent to exercise rights and remedies under this Agreement at such time as such Agent shall be reasonablelawfully entitled to exercise such rights and remedies, each Borrower hereby grants to each Agent an irrevocable non-exclusive license (exercisable without payment of royalty or other compensation to any Borrower), to use, license or sublicense (to the extent permitted under any IP License) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Borrower, and including in such license reasonable 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. The use of such license by an Agent may be exercised only upon the occurrence and during the continuation of an Event of Default and only in connection with the operations and business of such Borrowers; provided that (i) any license, sublicense or other transaction entered into by any such Agent in accordance herewith shall be binding upon each Borrower notwithstanding any subsequent cure of an Event of Default and (ii) each Agent shall have only exercise the right use of any such license upon the written direction of the Required Lenders.
(e) In advance of the direct receipt by the Collateral Agent of any proceeds from the Collateral, the Collateral Agent, at the written direction of the Required Lenders, shall establish a segregated interest bearing trust account which shall be designated as the “Collateral Proceeds Account.” The only permitted withdrawals from or application of funds on deposit in, or otherwise to conduct such sales on any Obligor’s premisesthe credit of, without charge, the Collateral Proceeds Account shall be to pay the amounts specified herein and such sales may be adjourned from time to time in accordance with Applicable Lawthe Priority of Payments in accordance with the direction of the Administrative Agent (acting at the written direction of the Required Lenders). The Borrowers shall not have any legal, equitable or beneficial interest in the Collateral Proceeds Account other than in accordance with the Priority of Payments. Funds in the Collateral Proceeds Account shall be invested in Eligible Investments as directed in writing by the Administrative Agent shall have (acting at the right to sell, lease or otherwise dispose written direction of the Required Lenders). In the absence of any such written direction, amounts on deposit in the Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsProceeds Account shall remain uninvested.
Appears in 1 contract
Sources: Credit and Security Agreement (Warner Music Group Corp.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraphs 16(e) occurs with respect and 16(f) hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice or demand of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, LaSalle may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, LaSalle may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent LaSalle at a place one or more places to be designated by Agent; (iii) enter LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice LaSalle shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any proposed sale or other of the Collateral required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any disposition by LaSalle of any of the Collateral may be applied by Agent shall be reasonable. Agent shall have LaSalle to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral including, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel) and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in such sales order of application, as LaSalle may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any Company’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any Company’s premises without cost to Lender. At Lender’s request, US Borrower shall, at Borrowers’ US Borrower’s expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and US Borrower. US Borrower recognizes that if US Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and US Borrower, (ii) describe the Collateral that is the subject to the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that US Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys’ fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h), 7.01(i) occurs or 7.01(j)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower and the Aggregate Borrowing Baseother Loan Parties;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(h), 7.01(i) or 7.01(j) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of themselves and their Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in Section 7.03, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kSubsection 9.1(h) occurs or (i) with respect to any the Borrower, then automatically the Commitments, if any,
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligenceapplicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;expressly waived.
(c) require Obligors to Cash Collateralize LC ObligationsA Default under Subsection 9.1(d), Secured Bank Product Obligations and other Obligations that are contingent (e), (f) or (l) will not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, constitute an Event of Default until the Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions Required Lenders notify the Borrower in Section 6 are satisfied); andwriting of the Default and the Borrower does not cure such Default within the time specified in such clause after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” When a Default or an Event of Default is cured, it ceases.
(d) exercise Notwithstanding anything to the contrary, neither the Administrative Agent nor any other rights Lender may deliver notice of, or remedies afforded under otherwise consent, take action or direct or require the Administrative Agent or any agreementLender to undertake any action in respect of, by law, at equity any Default or otherwise, including the rights and remedies Event of a secured party under the UCC. Such rights and remedies include the rights Default with respect to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expenseaction taken, and make it available reported publicly or to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a BorrowerLenders, Borrowers agree not more than two years prior to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Lawof, consent, action or direction or requirement to undertake action in lots respect of, Default or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice Event of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without chargeDefault, and such sales may notice, consent, action or direction or requirement to undertake action shall be adjourned from time invalid and have no effect.
(e) The Borrower shall deliver to time the Administrative Agent, within 30 days after the occurrence thereof, written notice in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose form of a certificate of a Responsible Officer of any Collateral for cashEvent of Default under Subsection 9.1(g) or Subsection 9.1(j) and any event that with the giving of notice or the lapse of time would become an Event of Default under Subsection 9.1(d), credit Subsection 9.1(e), Subsection 9.1(f) or any combination thereofSubsection 9.1(l), its status and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of what action the purchase price, may credit bid and set off the amount of such price against the Obligations.Borrower is taking or proposes to take with respect thereto. SECTION
Appears in 1 contract
Sources: Term Loan Credit Agreement (Cornerstone Building Brands, Inc.)
Remedies Upon an Event of Default. (a) If an Event of Default described (other than an Event of Default specified in Section 11.1(k5.1(f) occurs (Events of Default) with respect to any Borrower, then the Issuer) with respect to the extent permitted by Applicable LawNotes occurs and is continuing, all Obligations (other the Trustee or the Holders of not less than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may 25% in its discretion (and shall upon written direction of Required Lenders) do any one or more principal amount of the following from time Outstanding Notes may declare all unpaid principal of the Notes and accrued and unpaid interest thereon to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligenceimmediately, presentment, demand, protest or by a notice of any kind, all of which are hereby waived by Borrowers in writing to the fullest extent permitted Issuer (and to the Trustee, if the notice is given by law;the Holders), stating that such notice is an “acceleration notice,” and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in Section 5.1(f) (Events of Default) with respect to the Issuer occurs and is continuing, then the principal of the Notes and accrued and unpaid interest thereon shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
(b) terminateAt any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, reduce or condition any Commitment, or make any adjustment the Majority Holders by written notice to the Aggregate Borrowing Base;Issuer and the Trustee may rescind or annul such declaration if:
(i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Outstanding Notes, (b) all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, (c) to the extent that payment of such interest on the Notes is lawful, interest on such overdue interest (including any Additional Amounts) as provided herein and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and
(ii) all Events of Default have been cured or waived as provided in Section 6.2 other than the nonpayment of principal that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.
(c) require Obligors The Trustee shall not be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default with respect to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to Notes unless either (i) take possession a Responsible Officer of any Collateral; the Trustee with direct responsibility for this Indenture has actual knowledge of such Default or Event of Default or (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days written notice of any proposed sale such Default or other disposition Event of Collateral Default has been given to the Trustee by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit Issuer or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, Holder in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsmanner specified herein.
Appears in 1 contract
Sources: Indenture
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence and at any time during the continuance of any other Event of Default, all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, Agent may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Agent may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Loan Parties’ premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have the right to store the same at any of Loan Parties’ premises without cost to Agent or Lenders. At Agent’s request, each Loan Party shall, at BorrowersLoan Parties’ expense, assemble the Collateral and make it available to Agent at a place one or more places to be designated by Agent; Agent and reasonably convenient to Agent and such Loan Party. Each Loan Party recognizes that if a Loan Party fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Agent and Lenders, and agrees that Agent and Lenders shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Agent and the applicable Loan Party(ies), (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that the applicable Loan Party(ies) are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and have no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall of any of the Collateral may be reasonable. applied by Agent shall have to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys’ fees, and any balance of such sales Proceeds may be adjourned applied by Agent toward the payment of such of the Liabilities, and in such order of application, as Agent may from time to time elect); provided that unless the Required Lenders shall otherwise direct the Agent in accordance with Applicable Law. writing to the contrary, upon the occurrence and during the continuation of an Event of Default of which the Agent has actual knowledge, all Liabilities other than those in respect of Hedging Agreements shall have the right be paid in full before any payments or Proceeds of Collateral shall be applied by Agent to sell, lease or otherwise dispose Liabilities in respect of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsHedging Agreements.
Appears in 1 contract
Sources: Loan and Security Agreement (Coachmen Industries Inc)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs with respect or 7.01(i)), then at any time thereafter during the continuance of such event, at the request of the Required Lenders the Administrative Agent shall, by notice to any the Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent take either or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more both of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrower;
(c) require Obligors to Cash Collateralize cash collateral for the LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Exposure as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied)2.06(j) hereof; and
(d) exercise any other rights or remedies afforded under any agreementon behalf of itself, by law, at equity or otherwise, including the Lenders and the Issuing Banks all rights and remedies of a secured party available to it, the Lenders and the Issuing Banks under the UCCCredit Documents and applicable law. Such If an Event of Default described in clause (h) or (i) of Section 7.01 occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and, to the extent required, cash collateral for the LC Exposure, together with accrued interest thereon and all fees and Obligations accrued hereunder and under the other Credit Documents, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies include provided to the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, Administrative Agent under the Credit Documents at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned law or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsequity.
Appears in 1 contract
Sources: Credit Agreement (Fortune Brands Home & Security, Inc.)
Remedies Upon an Event of Default. (a) If an Event of Default described in Section 11.1(k) occurs with respect to any Borrowershall have occurred and be continuing, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Administrative Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more exercise all of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such UCC (whether or not in effect in the jurisdiction where such rights and remedies include are exercised) and, in addition, the rights Administrative Agent may without being required to give any notice, except as herein provided, or as may be required by mandatory provisions of law, (i) take possession apply the cash, if any, then held as Collateral as specified in Section 15 of any Collateral; this Pledge Agreement and (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on if there shall be no such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then conditioncash, or after if such cash shall be insufficient to pay all the Secured Obligations in full, sell the Collateral or any further manufacturing or processing thereof, part thereof at public or private sale, with or at any broker's board or on any securities exchange, for cash, upon credit, or for future delivery, and (subject to the requirements of the UCC) at such notice price or prices as the Administrative Agent may deem satisfactory. The Administrative Agent may be required by Applicable Lawthe purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in lots a recognized market or in bulkis of a type that is the subject of a widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely and free from any right or claim of whatsoever kind. The Administrative Agent is authorized in connection with any such locationssale (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral, (ii) to cause, if applicable, to be placed on certificates for any or all of the Pledged Shares a legend to the effect that such security has not been registered under the Securities Act of 1933 (“Securities Act”) and may not be disposed of in violation of the provisions of the Securities Act, and (iii) to impose such other limitations or conditions in connection with any such sale as Agent, the Administrative Agent reasonably deems necessary or advisable in its discretion, deems advisableorder to comply with the Securities Act or any other applicable law or regulation. Each Borrower Valhi Holding agrees that 10 days notice of it will execute and deliver such documents and take such other reasonable action (other than any proposed action to register the Pledged Shares) as the Administrative Agent deems necessary or advisable in order that any such sale or other disposition of Collateral by Agent shall may be reasonablemade in compliance with applicable law. Upon any such sale the Administrative Agent shall have the right to conduct deliver, assign, and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sales sale shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Valhi Holding and, to the extent permitted by law, Valhi Holding hereby specifically waives all rights of redemption, stay, or appraisal that it has or may have under any law now existing or hereafter adopted. The Administrative Agent shall give Valhi Holding not less than ten days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral unless the Collateral threatens to decline speedily in value. The Administrative Agent and Valhi Holding agree that such notice constitutes “reasonable authenticated notification of disposition” within the meaning of UCC Section 9-611. Such notice (if any is required) shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (iii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent shall deem to be commercially reasonable, provided that the Administrative Agent shall not be obligated to make any Obligor’s premisessuch sale pursuant to any such notice. The Administrative Agent may, without chargenotice or publication, and such sales may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. If all or any part of the Collateral is sold on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in case of the failure of such purchaser to pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.
(b) If the Administrative Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to Rule 144 of the General Rules and Regulations of the Securities Act (“Rule 144”), at the request of the Administrative Agent, Valhi Holding shall exercise best efforts to cause TIMET to file, on a timely basis, all annual, quarterly, and other reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations of the SEC thereunder, as amended from time to time. In addition, at the request of the Administrative Agent, Valhi Holding shall exercise best efforts to cause TIMET to cooperate with the Administrative Agent so as to enable such sales to be made in accordance with Applicable Law. applicable laws, rules, and regulations and the requirements of the broker through which the sales are proposed to be executed, and shall, upon request and assuming that the requirements of Rule 144 have been complied with, furnish at Valhi Holding's expense an opinion of counsel to TIMET that the proposed sale is in compliance with Rule 144.
(c) For the purpose of enforcing any and all rights and remedies under this Pledge Agreement, the Administrative Agent shall have may (i) require Valhi Holding to, and Valhi Holding agrees that it will, at Valhi Holding's expense and upon the right to sellrequest of the Administrative Agent, lease or otherwise dispose of any Collateral for cash, credit forthwith assemble all or any combination thereofpart of the Collateral not held by the Administrative Agent as directed by the Administrative Agent and make it available at a place designated by the Administrative Agent that is, in its opinion, reasonably convenient to Valhi Holding, whether at the premises of Valhi Holding or otherwise, (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premises where any of such Collateral is or may be located, and Agent may purchase any without charge or liability to it seize and remove such Collateral at public orfrom such premises, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of (iii) have access to and use Valhi Holding's books and records relating to such price against the ObligationsCollateral.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Without limiting Lender's right to demand payment of the Liabilities at any time, upon the Termination Date or the occurrence of an Event of Default described in Section 11.1(kSECTION 13(f) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind and upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the Termination Date or the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any Borrower's premises without cost to Lender. At Lender's request, Borrowers to assemble Collateralshall, at Borrowers’ ' expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; (iii) enter Lender and reasonably convenient to Lender and Borrowers. Borrowers recognizes that if Borrowers fail to perform, observe or discharge any premises where Collateral is located of their Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and store Collateral on agree that Lender shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by Lender of any of the Collateral may be required applied by Applicable LawLender to the payment of expenses in connection with the Collateral, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, including without chargelimitation legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have elect, including without limitation to provide cash collateral to secure the right to sell, lease or otherwise dispose Letters of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsCredit.
Appears in 1 contract
Remedies Upon an Event of Default. If a. Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
b. Upon the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (Horizon Medical Products Inc)
Remedies Upon an Event of Default. If (a) Upon a Responsible Officer of the Borrower obtaining knowledge of the occurrence of an Event of Default described Default, the Borrower shall notify the Administrative Agent in accordance with Section 11.1(k5.01(d)(iv).
(a) occurs with respect Upon the occurrence and during the continuance of any Event of Default, in addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a secured party under Applicable Law, all Obligations including the UCC (other than Secured Bank Product Obligations) which rights shall become automatically due and payable and all Commitments shall terminatebe cumulative), without any action by the Administrative Agent or notice of any kind. In additionshall, at the request of, or if any other Event of Default existsmay with the consent of, Agent may in its discretion (and shall upon written direction of the Required Lenders) , by notice to the Borrower, do any one or more of the following from time to time:
following: (a1) declare any Obligations the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate, and (2) declare the principal of and the accrued interest on the Advances and all other than Secured Bank Product Obligations) immediately amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the Commitments shall automatically terminate and the Advances and all such other amounts shall automatically become due and payable, without any further action by law;any party.
(b) terminateThe Borrower hereby agrees that it will, reduce at the Borrower’s expense and at the direction of the Administrative Agent, (i) assemble all or condition any Commitmentpart of the Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent at a place to be designated by the Administrative Agent and (ii) without notice except as specified below, sell the Collateral or any part thereof at a public or private sale in accordance with Applicable Law, subject to the terms of the applicable Third Party Lender Agreement and the rights of the SBA and CDC to receive notice of such sale and, if applicable, be given the option to purchase any Loans subject to such sale thereunder. The Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Borrower of any sale hereunder shall be sufficient notice, and the Borrower agrees that such notice shall constitute reasonable notification. All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or make other realization upon, all or any adjustment part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 9.01(a)(ii). If the Administrative Agent elects to sell the Collateral in whole or in part, at a public or private sale (subject to the Aggregate Borrowing Base;terms of the applicable Third Party Lender Agreement and the rights of the SBA and CDC to receive notice of such sale and, if applicable, be given the option to purchase any Loans subject to such sale thereunder), the Borrower or any of its Affiliates or assignees shall have the right of first refusal to repurchase the Collateral, in whole but not in part, prior to such sale at a purchase price that is equal to the amount of the Obligations as of the date of such proposed sale. Such right of first refusal shall terminate not later than 1:00 p.m. (New York time) on the fifth Business Day following the Business Day on which the Borrower receives notice of the Administrative Agent’s election to sell such Collateral. If none of the Borrower or any of its Affiliates or assignees elects to exercise its right of first refusal, the Administrative Agent may sell such Collateral or portion thereof. For the avoidance of doubt, the Borrower or its Affiliates or assignees may participate in any public or private sale of the Collateral directed by the Administrative Agent.
(c) require Obligors to Cash Collateralize LC ObligationsIn addition, Secured Bank Product Obligations upon the occurrence and other Obligations that are contingent during the continuation of an Event of Default, following written notice by the Administrative Agent (provided in its sole discretion or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon at the direction of the Required Lenders) advance of the exercise of control rights with respect to the Collateral, which notice shall be delivered to the Borrower (with a copy to the Backup Servicer): (w) the Borrower’s power to consent to modifications to and direct the acquisition, sales and other dispositions of Collateral Loans will be immediately suspended, (x) the Borrower will be required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or to obtain the conditions in Section 6 are satisfied); and
(d) exercise consent of the Administrative Agent before agreeing to any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession modification of any Collateral; (ii) require Borrowers Collateral Loan or before causing the Borrower to assemble Collateralacquire, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without chargeLoan, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have (y) the right to sell, lease Borrower will sell or otherwise dispose of any Collateral for cashLoan as directed by the Administrative Agent in its sole discretion, credit or any combination thereof, subject to the terms of the applicable Third Party Lender Agreement and Agent may purchase any Collateral at public or, if permitted by law, private the rights of the SBA and CDC to receive notice of such sale and, if applicable, be given the option to purchase any Loans subject to such sale thereunder.
(d) Upon the occurrence and during the continuation of an Event of Default, following written notice by the Administrative Agent (provided in lieu of actual payment its sole discretion or at the direction of the purchase priceRequired Lenders), the Administrative Agent may credit bid appoint a third party to manage, administer, collect or service the Collateral in accordance with Applicable Law and set off the amount Servicing Standard on terms and conditions to be agreed upon between the Administrative Agent and such third party. In the event the Administrative Agent exercises any such right, the Borrower shall cooperate with the Administrative Agent in effecting such termination and transition of servicing responsibilities of the Borrower under this Agreement to such other Person (including the continuation of such price against servicing until such transition is completed).
(e) Notwithstanding anything to the Obligationscontrary contained herein, the exercise by the Administrative Agent, any Lender or any of the Secured Parties of their rights hereunder or any other Facility Document shall not release the Borrower from any of its duties or responsibilities with respect to the Collateral. The Secured Parties, the Administrative Agent and each Lender shall not have any obligation or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower hereunder.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Newtek Business Services Corp.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsections 15(g) occurs with respect or (h) hereof, all of the Liabilities shall immediately and automatically become due and payable, and this Agreement shall terminate, and Lender shall have no further obligation to make Loans, without notice of any Borrowerkind or the necessity of any affirmative action on the part of Lender. Upon the occurrence of any other Event of Default, then all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. After the occurrence and during the continuance of any Event of Default, (i) Lender shall have no obligation to make any further Loans or to make or continue any LIBOR Rate Loans, and any Loans or LIBOR Rate Loans made or continued during such time shall be made at the sole and absolute discretion of the Lender, without establishing a cause of conduct or obligating Lender to make or continue any additional such Loans or LIBOR Rate Loans during such time as an Event of Default shall continue to exist, and (ii) at the option of Lender, all outstanding LIBOR Rate Loans may be converted to Prime Rate Loans.
(b) Upon the occurrence of an Event of Default, Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at Borrowers’ ' expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and Borrower. Each Borrower recognizes that if any Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and the applicable Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrowers are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the payment of expenses in connection with the Collateral, including, without limitation, legal expenses and reasonable attorneys' fees, and any balance of such Proceeds may be applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time elect.
(c) In connection with its rights and remedies, Lender is hereby granted a license or other right to conduct such sales on any Obligor’s premisesuse and/or sublicense, upon and after the occurrence and during the continuance of an Event of Default, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selleach Borrower's labels, lease or otherwise dispose patents, copyrights, rights of use of any Collateral for cashname, credit trade secrets, tradenames, trademarks and advertising matter, or any combination thereofproperty of a similar nature, as it pertains to the Collateral, in advertising for sale and Agent may purchase selling any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationseach Borrower's rights under all license agreements shall inure to Lender's benefit.
Appears in 1 contract
Sources: Loan and Security Agreement (Am Communications Inc)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(f) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, (i) Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw, all Obligations (other than Secured Bank Product Obligationsii) shall become automatically due and payable and all Commitments shall terminatein particular, but not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice legal process of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion kind (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by applicable law;
(b) terminate), reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (iiin addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of premises of the Borrowers where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of premises of the Borrowers without cost to Lender, and (iii) require at Lender's request, the Borrowers to assemble Collateralshall, at Borrowers’ ' expense, which they agree shall be a joint and several obligation, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and the Borrowers. The Borrowers recognize that if Borrowers fail to perform, observe or discharge any of their Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agree that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and the Borrowers, (ii) describe the Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that Borrowers are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of reasonable expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (DHB Capital Group Inc /De/)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubparagraph 12(h) occurs with respect or 12(i) hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Agent or the Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Agent may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Agent may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have the right to store the same at any of Borrower's premises without cost to Agent. At Agent's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent at a place one or more places to be designated by Agent; (iii) enter Agent and reasonably convenient to Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Agent and store Collateral on Lenders, and agrees that Agent and Lenders shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition of any of the Collateral may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral applied by Agent shall be reasonable. Agent shall have to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Agent toward the payment of such of the Liabilities, and in such order of application, as Agent may from time to time in accordance with Applicable Law. Agent elect; provided, however, principal and interest on the Revolving Loan shall have the right be fully satisfied prior to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of applying such price against the Obligationsproceeds to Borrower's Rate Hedging Obligations owed to LaSalle.
Appears in 1 contract
Sources: Loan and Security Agreement (Amcon Distributing Co)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 16(e) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, LaSalle may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, LaSalle may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent LaSalle at a place one or more places to be designated by Agent; (iii) enter LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice LaSalle shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any proposed sale or other of the Collateral required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any disposition by LaSalle of any of the Collateral may be applied by Agent shall be reasonable. Agent shall have LaSalle to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral including, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel), whether incurred at arbitration, trial, on appeal, in a bankruptcy proceeding or otherwise, and any balance of such sales proceeds may be adjourned applied by LaSalle toward the payment of such of the Liabilities, and in such order of application, as LaSalle may from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (Morrow Snowboards Inc)
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs (other than an event with respect to any BorrowerBorrower described in Sections 7.01(h) or 7.01(i)), then and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the extent permitted by Applicable LawCompany, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations of the Borrowers accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing BaseBorrowers;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrowers provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to any Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document including any break funding payment or prepayment premium, shall automatically become due and payable, and the obligation of the Borrowers to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Secured Parties may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrowers on behalf of themselves and their Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (ii) require or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrowers on behalf of themselves and their Subsidiaries. The Borrowers further agree on behalf of themselves and any Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by of a Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrowers on behalf of themselves and any Subsidiaries waives all Liabilities they may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least 10 days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 13(f) occurs with respect hereof, all of Borrower's Liabilities shall immediately and automatically become due and payable, without notice of any kind and upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; (iii) enter Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and store Collateral on agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by Lender of any of the Collateral may be required applied by Applicable LawLender to the payment of expenses in connection with the Collateral, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premisesincluding, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent shall have elect, including, without limitation, to provide cash collateral to secure the right to sell, lease or otherwise dispose Letters of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsCredit.
Appears in 1 contract
Sources: Loan and Security Agreement (Cet Environmental Services Inc)
Remedies Upon an Event of Default. If an Event of Default occurs, then, and in every such event (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs with respect or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to any the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments (including the Swingline Commitment), whereupon the Commitments shall terminate immediately, (b) declare the Loans then outstanding to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically be due and payable in whole (or in part, but ratably as among the Classes of Loans and all Commitments shall terminatethe Loans of each Class at the time outstanding, without in which case any action by Agent or notice of any kind. In additionprincipal not so declared to be due and payable may thereafter be declared to be due and payable), or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more whereupon the principal of the following from time Loans so declared to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be due and payable, whereupon they together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payment) and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall be become due and payable immediately, in each case without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminateBorrower, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors that the Borrower provide cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof, and (d) exercise on behalf of itself, the Lenders and Issuing Banks all rights and remedies available to Cash Collateralize it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(h) or (i) occurs with respect to the Borrower, the Commitments (including the Swingline Commitment) shall automatically terminate and the principal of the Loans then outstanding, and cash collateral for the LC ObligationsExposure, Secured Bank Product Obligations together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other Obligations that are contingent or not yet obligations of the Borrower accrued hereunder and under any other Loan Documents, shall automatically become due and payable, andin each case without presentment, if Obligors fail promptly demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to deposit such Cash Collateral, Agent may (the Loans and shall upon the direction of Required Lenders) advance the required Cash Collateral other Obligations as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions set forth in Section 6 are satisfied); and
(d) this Agreement and exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 1 contract
Remedies Upon an Event of Default. If an Event of Default described in Section 11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Promptly, but not later than two (2) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence of an Unmatured Event of Default or an Event of Default, the Borrower shall notify the Facility Agent, specifying the specific Unmatured Event(s) of Default described or Event(s) of Default that occurred as well as all other Events of Default that are then known to be continuing.
(b) Upon the occurrence and during the continuation of any Event of Default, in Section 11.1(k) occurs with respect addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a secured party under Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due including the UCC, the Facility Agent may, or at the direction of a Majority of the Class A Lenders or a Majority of the Class B Lenders shall, by notice to the Borrower and payable each Lender, declare the principal of and the accrued interest on the Advances and all Commitments shall terminate, without any action other amounts whatsoever payable by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time Borrower hereunder to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately be forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the Advances and all such other amounts shall automatically become due and payable, without any further action by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;party.
(c) require Obligors to Cash Collateralize LC ObligationsUpon the occurrence of an Event of Default and during the continuation, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, the Facility Agent may (and shall upon at the direction of the Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to shall (i) take possession instruct the Borrower to deliver any or all of the Collateral, the Related Documents and any other documents relating to the Collateral to the Facility Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any the Collateral in its then conditiona commercially reasonable manner, all without judicial process or proceedings; (iii) take control of the Proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or after surrender all or any further manufacturing part of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or processing thereofrealize upon, any of the Collateral; (viii) require that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the Related Documents; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (x) make copies of or, if necessary, remove from the Borrower’s, any Servicer’s and their respective agents’ place of business all books, records and documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. The Borrower hereby agrees that, upon the occurrence and during the continuation of an Event of Default, at public the request of the Facility Agent or private salethe Required Lenders (acting through the Facility Agent), it shall execute all documents and agreements which are necessary or appropriate to have the Collateral to be assigned to the Facility Agent or its designee. For purposes of taking the actions described in the preceding clauses (i) through (xi), the Borrower hereby irrevocably appoints the Facility Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Obligations remain unpaid, with such power of substitution), in the name of the Facility Agent or in the name of the Borrower or otherwise, for the use and benefit of the Facility Agent (for the benefit of the Secured Parties), but at the cost and expense of the Borrower and, except as permitted by applicable law, without notice to the Borrower.
(d) Upon the occurrence and during the continuation of an Event of Default, (i) except as may be required by Applicable Law, in lots or in bulkthe Servicer’s power under the Facility Documents to consent to modifications to the Collateral Loans (other than Permitted Loan Modifications) and/or direct the acquisition, sales and other dispositions of Collateral Loans, will be immediately suspended and (ii) the Borrower agrees, at such locationsthe Facility Agent’s request, all as Agentto instruct the Servicer to assemble the Collateral and make it available to the Facility Agent at places which the Facility Agent shall reasonably select, in its discretionwhether at the Borrower’s premises or elsewhere.
(e) Without limiting the generality of the foregoing, deems advisable. Each Borrower agrees that 10 days upon the occurrence and during the continuation of an Event of Default, the Facility Agent at the direction of the Required Lenders and on behalf of the Secured Parties, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower, the Servicer or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), shall in such circumstances forthwith, deliver an activation or control notice or similar notice under any Account Control Agreement, the ECCA and the Collateral Verification Agreement, collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), at public or private sale or sales, at any exchange, auction or office of the Facility Agent or elsewhere upon such terms and conditions and at prices that are consistent with the prevailing market for similar collateral as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Facility Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. The Facility Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Facility Agent hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the priority of payments set forth in Section 9.01, and only after such application and after the payment by the Facility Agent of any other amount required or permitted by any provision of law, including Section 9-504(1)(c) of the UCC, need the Facility Agent account for the surplus, if any, to the Borrower.
(f) The Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any part of the Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Facility Agent at the direction of the Required Lenders or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Facility Agent at the direction of the Required Lenders or such court may determine.
(g) To the extent permitted by Applicable Law, the Borrower waives all claims, damages and demands it may acquire against the Secured Parties arising out of the exercise by any of the Secured Parties of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) Business Days before such sale and, in lieu or other disposition. The Borrower shall remain liable for any deficiency (plus accrued interest thereon) if the proceeds of actual payment any sale or other disposition of the purchase price, may credit bid Collateral are insufficient to pay the Borrower Obligations and set off the amount reasonable fees and disbursements of any attorneys employed by any of the Secured Parties to collect such price against the Obligationsdeficiency.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Upstart Holdings, Inc.)
Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option:
(a) demand that the principal amount of this Note then outstanding shall be converted into Common Shares at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the full Principal Amount of this Note, together with the Interest Amount and other amounts owing in respect thereof, in cash, which aggregate amount payable upon an Event of Default shall be equal to the Mandatory Repayment amount, defined below; provided, however, that upon the occurrence of an Event of Default described in paragraphs (g) of Section 11.1(k) occurs with respect to any Borrower2.1, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) outstanding principal balance and accrued interest hereunder shall become be automatically due and payable payable. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and all Commitments shall terminatethe Company hereby waives any presentment, without any action by Agent demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. In additionSuch declaration may be rescinded and annulled by ▇▇▇▇▇▇ at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or if annulment shall affect any other subsequent Event of Default exists, Agent may in its discretion or impair any right consequent thereon.
(and shall upon written direction of Required Lendersb) do exercise or otherwise enforce any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due Holder’s rights, powers, privileges, remedies and payableinterests under this Note, whereupon they shall be due and payable without diligencethe Security Agreement, presentment, demand, protest or notice applicable law. In connection with the Holder’s exercise of any kindof its remedies hereunder, all of which are hereby waived by Borrowers the Company shall use its reasonable best efforts to cooperate with the Holder to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to end that the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other Holder’s rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may hereunder will be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationseffectuated.
Appears in 1 contract
Remedies Upon an Event of Default. If an (a) Upon the occurrence of any Event of Default described in Default, other than pursuant to Section 11.1(k8.1(f) occurs with respect to any Borroweror 8.1(g), then at the request of the Required Lenders, upon notice to the extent permitted Borrower by Applicable Lawthe Administrative Agent:
(i) the applicable Commitments and the obligation of the Issuing Banks to Issue any Letter of Credit will immediately terminate or be reduced (as specified by the Administrative Agent);
(ii) the aggregate principal of all applicable Loans, all accrued and unpaid interest thereon, all fees and all other Obligations under this Agreement and the other Credit Documents, together with an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit will have presented, or will be entitled at such time to present, the drafts or other than Secured Bank Product Obligations) shall documents or certificates required to draw under such Letters of Credit), will become automatically due and payable and all Commitments shall terminateimmediately, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers to each Credit Party; provided that the fullest extent permitted by lawforegoing will not affect in any way the obligations of the Lenders under Section 2.4(e);
(biii) the Borrower will promptly comply with the provisions of Section 2.4(h) with respect to the deposit of Cash Collateral to secure the Letter of Credit Usage and future payment of related fees; and 167 [[8076235]]
(iv) the Administrative Agent may, and may cause the Collateral Agent to, exercise any and all of its other rights and remedies under applicable law (including any applicable UCC) or at equity, hereunder and under the other Credit Documents. provided that upon an Event of Default pursuant Section 8.1(f) or 8.1(g), the Commitments of each Lender and the obligations of the Issuing Bank to issue (or to cause it designee to issue) Letters of Credit shall automatically terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and the Letters of Credit as aforesaid shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Lawautomatically become effective, in lots or in bulk, at such locations, all as each case without further act of the Administrative Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of the Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsLender.
Appears in 1 contract
Remedies Upon an Event of Default. If an any Event of Default described in Section 11.1(k) occurs and is continuing, the Administrative Agent shall, at the request of, or may, with respect the consent of, the Required Lenders, with written notice to any the Borrower, then to the extent permitted by Applicable LawParent and the Beneficiary, take any or all Obligations (of the following actions at the same or different times, in each case without presentment, demand, protest or other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event all of Default exists, Agent may in its discretion (which are hereby waived by the Borrower and shall upon written direction of Required Lenders) do any one or more of the following from time to timeParent:
(a) declare any Obligations obligation of the Issuing Lender to issue the Letter of Credit An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. or to make amendments to be terminated, whereupon such obligations to issue the Letter of Credit or to make amendments shall be terminated (other than Secured Bank Product Obligationsamendments which have the sole effect of reducing the Outstanding LOC Amount);
(b) declare all fees, payments and Obligations of any and every kind owing by the Borrower, the Parent and LNC to the Lenders, the Issuing Lender and the Administrative Agent under the Loan Documents to be immediately due and payable, whereupon they such amounts shall be become immediately due and payable payable;
(c) require that the Loan Parties Collateralize the Outstanding LOC Amount; or
(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Security Agreements and the other Loan Documents or applicable Law; provided, that upon the occurrence of an event in Section 6.01(g) or (h), without diligencethe requirement of any notice to the Borrower, the Parent or the Beneficiary or any other act by the Administrative Agent or any Lender, the obligation of the Issuing Lender to issue the Letter of Credit or to make amendments shall automatically terminate, the unpaid principal amount of all outstanding Reimbursement Obligations and all interest, fees, payments and other Obligations and amounts under the Loan Documents as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Collateralize the Outstanding LOC Amount shall automatically become effective, in each case without presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment each of the purchase price, may credit bid and set off the amount of such price against the ObligationsLoan Parties.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(ksubsection 15(g) occurs with respect or 15(h) hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Lender may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Loan Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Lender may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at Borrowers’ ' expense, assemble the Collateral and make it available to Agent Lender at a place one or more places to be designated by Agent; Lender and reasonably convenient to Lender and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of its Liabilities under the Loan Documents, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Borrowermethod of the intended disposition, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent shall Lender of any of the Collateral may be reasonable. Agent shall have applied by Lender to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral, including, without chargelimitation, legal expenses and reasonable attorneys' fees, and any balance of such sales Proceeds may be adjourned applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time in accordance with Applicable Law. Agent elect.
(c) Lender shall have no obligation to marshal any Collateral or to seek recourse against or satisfaction of any of the Liabilities from one source before seeking recourse against or satisfaction from another source. The net cash proceeds resulting from Lender's exercise of any of the foregoing rights to liquidate all or substantially all of the Collateral, including any and all collections (after deducting all of Lender's expenses related thereto), shall be applied by Lender to such of the Liabilities and in such order as Lender shall elect in its sole and absolute discretion, whether due or to become due. Borrowers shall remain liable to Lender for any deficiencies.
(d) To the extent permitted by law and not otherwise prohibited by contracts with third parties, each Borrower hereby grants to Lender, for use by Lender solely in connection with the preservation or sale of any Collateral, a license or other right to selluse, lease without charge by any Obligor or otherwise dispose of any Collateral for cash, credit or any combination Subsidiary thereof, all computer software, copyrights, labels, trade secrets, service marks, patents, advertising materials and Agent may purchase any Collateral at public orother rights, if permitted assets and materials used by law, private such Borrower and needed in connection with the preservation or sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsCollateral.
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 16(e) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, LaSalle may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, LaSalle may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. Upon the occurrence and during the continuance of an Event of Default, at Borrowers’ LaSalle's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Agent LaSalle at a place one or more places to be designated by Agent; (iii) enter LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice LaSalle shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any proposed sale or other of the Collateral required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any disposition by LaSalle of any of the Collateral may be applied by Agent shall be reasonable. Agent shall have LaSalle to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral including, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel) and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in such sales order of application, as LaSalle may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (Phoenix Medical Technology Inc)
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k7.01(h) occurs or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower and the Aggregate Borrowing Baseother Loan Parties;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Bank all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law. In case of any event with respect to the Borrower described in Section 7.01(h) or 7.01(i), the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall (notwithstanding anything in the contrary in Section 2.06(j)) automatically become effective, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the other Loan Parties. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (ii) require Borrowers or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, in lots including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least 10 days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 11.1(k) occurs 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with respect the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to any the Borrower, then to the extent permitted by Applicable Law, take any or all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to timeactions, at the same or different times:
(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;
(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any Obligations (other than Secured Bank Product Obligations) immediately principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, whereupon they together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall be become due and payable immediately, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to Borrower and the Aggregate Borrowing Baseother Loan Parties;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the Borrower provide cash collateral as required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied2.06(j); and
(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the Parent Guarantor. In addition to any other rights or and remedies afforded under any agreementgranted to the Administrative Agent and the Lenders in the Loan Documents, by law, at equity or otherwise, including the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCCUCC or any other applicable law. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of the Parent Guarantor and the Borrower, in each case, on behalf of itself and the Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems Redline Waldencast - Credit Agreement (iias amended by the Second Amendment) require Borrowers 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each of the Parent Guarantor and the Borrower, in each case, on behalf of itself and the Subsidiaries. Each of the Parent Guarantor and the Borrower further agrees on behalf of itself and the Subsidiaries, at the Administrative Agent’s request, to assemble Collateral, at Borrowers’ expense, the Collateral and make it available to the Administrative Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if places which the Administrative Agent shall reasonably select, whether at the premises are owned or leased by a of the Borrower, Borrowers agree not to charge for such storage); and (iv) sell another Loan Party or otherwise dispose elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in its then conditionany other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable Lawany provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, each of the Parent Guarantor and the Borrower, in lots each case, on behalf of itself and the Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or in bulk, at such locations, all as Agent, in its discretion, deems advisableany Lender arising out of the exercise by them of any rights hereunder. Each Borrower agrees that 10 days If any notice of any a proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted required by law, private such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationsor other disposition.
Appears in 1 contract
Sources: Credit Agreement (Waldencast PLC)
Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default described specified in Section 11.1(kclause (i) occurs or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then to outstanding Letters of Credit shall have presented the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligationsdocuments required thereunder) shall immediately become automatically due and payable payable, and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or (B) if such event is any other Event of Default existsDefault, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more with the consent of the following from time Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to time:
(a) the Revolving Loans, Revolving Commitments, any Letter of Credit and L/C Obligations), the Administrative Agent may, or upon the request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, by notice to the Borrower Representative, declare any Obligations (other than Secured Bank Product Obligations) immediately due and payablethe Commitments to be terminated forthwith, whereupon they the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable without diligenceforthwith, whereupon the same shall immediately become due and payable.
(b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest or notice and all other notices of any kind, all of which kind are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;expressly waived.
(c) require Obligors Except with respect to Cash Collateralize LC Obligationsthe Major Representations made on the Closing Date, Secured Bank Product Obligations notwithstanding any other provision of any Loan Document, (x) any failure of any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document to be true and correct or (y) any Default or Event of Default arising directly or indirectly, as a result of or in connection with such failure of representation or warranty to be true and correct or any action taken or any failure to take action while any such Default or Event of Default was continuing to the extent such action or failure to take action would have been permitted but for the existence of such Default or Event of Default, will in each case be deemed not to be a failure of a representation or warranty to be true and correct, Default or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Subsection 9.2(c)) a failure of a representation or warranty to be true and correct, Default or an Event of Default only by reason of circumstances relating exclusively to the Company and its Subsidiaries prior to the Closing Date, (ii) it is capable of remedy and reasonable steps are being taken to remedy it, (iii) the circumstances giving rise to it have not been procured by or approved by the Parent Borrower or any other Obligations that Loan Party (other than the Company or any of its Subsidiaries) and (iv) it would not reasonably be expected to result in a Material Adverse Effect. If the relevant circumstances are contingent continuing on or not yet due after the Clean-up Date, there shall be a failure of a representation or warranty to be true and payablecorrect, andDefault or an Event of Default, if Obligors fail promptly to deposit such Cash Collateral, Agent as the case may be notwithstanding the above (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including without prejudice to the rights and remedies of the Lenders).
(d) Except with respect to the representations listed in clauses (x) to (z) of the definition of “Major Representations” made solely by and with respect to the Parent Borrower and its Restricted Subsidiaries (and not by or with respect to any business or Person being acquired pursuant to an applicable Limited Condition Acquisition and its Subsidiaries), notwithstanding any other provision of any Loan Document, (x) any failure of any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document to be true and correct or (y) any Default or Event of Default arising directly or indirectly, as a secured party under result of or in connection with such failure of representation or warranty to be true and correct or any action taken or any failure to take action while any such Default or Event of Default was continuing to the UCC. Such rights extent such action or failure to take action would have been permitted but for the existence of such Default or Event of Default, will in each case be deemed not to be a failure of a representation or warranty to be true and remedies include correct, Default or an Event of Default (as the rights to case may be) if (i) take possession it would have been (if it were not for this Subsection 9.2(d)) a failure of a representation or warranty to be true and correct, Default or an Event of Default only by reason of circumstances relating exclusively to a business or Person being acquired pursuant to any Collateral; Limited Condition Acquisition and its Subsidiaries (or any obligation to procure or ensure in relation to such business or Person) prior to the closing date of such Limited Condition Acquisition, (ii) require Borrowers it is capable of remedy and reasonable steps are being taken to assemble Collateralremedy it, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter the circumstances giving rise to it have not been procured by or approved by the Parent Borrower or any premises where Collateral is located and store Collateral on other Loan Party (other than such premises until sold (and if the premises are owned business or leased by a Borrower, Borrowers agree not to charge for such storage); Person being acquired or any of its Subsidiaries) and (iv) sell or otherwise dispose of any Collateral it would not reasonably be expected to result in its then condition, a Material Adverse Effect. If the relevant circumstances are continuing on or after any further manufacturing the Limited Condition Acquisition Clean-up Date, there shall be a failure of a representation or processing thereofwarranty to be true and correct, at public Default or private salean Event of Default, with such notice as the case may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have notwithstanding the right above (and without prejudice to conduct such sales on any Obligor’s premises, without charge, the rights and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment remedies of the purchase price, may credit bid and set off the amount of such price against the ObligationsLenders).
Appears in 1 contract
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 17(e) occurs with respect or paragraph 17 (f) hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of Agent at the direction of Required Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, Agent may exercise from time to time any Borrowerrights and remedies available to it under the UCC and under any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, Agent may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have the right to store the same at any of Borrower's premises without cost to Agent. At Agent's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent at a place one or more places to be designated by Agent; (iii) enter Agent and reasonably convenient to Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Agent or Lenders, and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice Agent and Lenders shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any proposed sale or other of the Collateral required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any disposition of Collateral by Agent shall of any of the Collateral may be reasonable. applied by Agent shall have to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral including, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel) and any balance of such proceeds may be applied by Agent toward the payment of such of the Liabilities, and in such sales order of application, as Agent may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (Security Capital Corp/De/)
Remedies Upon an Event of Default. If (a) Upon the occurrence and during the continuance of an Event of Default described in Section 11.1(kparagraph 16(e) occurs with respect hereof, all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence and during the continuance of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence and during the continuance of an Event of Default, LaSalle may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, LaSalle may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble CollateralCollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, Borrower shall, at Borrowers’ Borrower's expense, assemble the Collateral and make it available to Agent LaSalle at a place one or more places to be designated by Agent; (iii) enter LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any premises where Collateral is located of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice LaSalle shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any proposed sale or other of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition by LaSalle of any of the Collateral may be applied by Agent shall be reasonable. Agent shall have LaSalle to the right to conduct such sales on any Obligor’s premisespayment of expenses in connection with the Collateral including, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel) and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in such sales order of application, as LaSalle may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
Appears in 1 contract
Sources: Loan and Security Agreement (American Materials & Technologies Corp)
Remedies Upon an Event of Default. If an (a) [Reserved]. WEIL:\99621584\14\35899.0654
(b) Upon the occurrence of any Event of Default described and so long as such Event of Default remains unwaived, in Section 11.1(k) occurs with respect addition to any Borrowerall rights and remedies specified in this Agreement and the other Facility Documents, then to including Article VII, and the extent permitted by rights and remedies of a secured party under Applicable Law, all Obligations including the UCC, the Administrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, may declare that: (other than Secured Bank Product Obligations1) shall become automatically due the Commitments are terminated, and/or (2) the principal of and payable the accrued Interest on the Aggregate Loan Amount and all Commitments shall terminate, without any action other amounts whatsoever payable by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately Borrower hereunder are forthwith due and payable, whereupon they such amounts shall be immediately due and payable without diligence, presentment, demand, protest or notice other formalities of any kind, all of which are hereby waived by Borrowers the Borrower; provided that, upon the occurrence of any Event of Default described in clause (c) or clause (d) of Section 6.01, the Commitments shall automatically terminate and the principal of and the accrued Interest on the Aggregate Loan Amount and all other amounts shall automatically become due and payable, without any further action by any party.
(c) Upon, and subsequent to, the occurrence of an Event of Default and so long as such Event of Default remains unwaived, following written notice by the Administrative Agent (provided in its sole discretion or at the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral: (x) the Servicer’s unilateral power to consent to modifications to and direct the acquisition, sales and other dispositions of Receivables on behalf of the Borrower will be immediately suspended, (y) at the request of the Required Lenders, the Administrative Agent shall direct the Servicer to direct the Obligors to make payments on the Collateral Receivables directly to the Administrative Agent on behalf of the Lenders and (z) the Administrative Agent, with the prior written consent of or at the direction of the Required Lenders, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws to a secured party, which rights shall be cumulative, including the right to foreclose upon the Collateral and sell all or any portion thereof at public or private sale (and the Borrower agrees that, to the extent that notice of such sale is required, notice ten (10) days prior to such sale shall be adequate and reasonable notice for all purposes).
(d) Without limiting the generality of the foregoing, the Borrower agrees that subject to the terms of this Agreement, upon the occurrence and continuation of an Event of Default, if the Administrative Agent chooses to exercise its foreclosure rights with respect to the Collateral, the Administrative Agent shall have the right, subject to the mandatory requirements of Applicable Law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale, for cash, upon credit or for future delivery, as the Administrative Agent shall deem appropriate. Any purchaser that has purchased any Collateral pursuant to any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
(e) The Administrative Agent shall give a Responsible Officer of each of the Borrower and the Seller ten (10) days’ prior written notice (which the Borrower and the Seller agree is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to sell any Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to WEIL:\99621584\14\35899.0654 be made and the day on which the Collateral, or portion thereof, shall first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate portions thereof, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, the Administrative Agent may bid for or purchase, free (to the extent permitted by Applicable Law) from any right of redemption, stay, valuation or appraisal on the part of the Borrower or the Seller (all said rights being also hereby waived and released to the extent permitted by Applicable Law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Person from the Borrower or the Seller as a credit against the purchase price, and such Person may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Borrower or the Seller therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and after a sale of the Collateral, the Borrower shall not be entitled to the return of the Collateral, and neither party shall be entitled to the return of any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full; provided that the Administrative Agent shall apply such proceeds in accordance with Section 9.01(a) and after all Obligations have been paid in full, any Collateral and any funds remaining from the sale of the Collateral shall be released to the Borrower or its designees, as applicable, and control over and ownership of such Collateral and any such funds shall revert to the Borrower. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. The Administrative Agent shall select an offer to purchase in its sole discretion but shall not be obligated to make any sale of Collateral.
(f) Upon the occurrence of an Event of Default, regardless of the other means of obtaining payment of any of the obligations of the Borrower hereunder or under any other Facility Document, each of the Lenders and any other Secured Party is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower) and to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations set off and apply deposits and other Obligations that are contingent or not yet sums against the obligations of the Borrower due under this Agreement and payablethe other WEIL:\99621584\14\35899.0654 Facility Documents, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, such Lender or the conditions in Section 6 are satisfied); and
(d) exercise other Secured Parties shall have made any demand under this Agreement or the other rights Facility Documents. If any Lender or remedies afforded under other Secured Party, directly or through an Affiliate, obtains any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession payment of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if Obligation of the premises are owned or leased by a Borrower, Borrowers agree not such Lender or Secured Party shall turn over such payments to charge the Administrative Agent for such storage); deposit into the Collection Account and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time application in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the ObligationsSection 9.01.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (ACV Auctions Inc.)
Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 7(e) occurs with respect hereof, all of the Obligations shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the obligations may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.
(b) Upon the occurrence of an Event of Default, LaSalle may exercise from time to time any Borrowerrights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, then and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by Applicable Lawlaw. In particular, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminatebut not by way of limitation of the foregoing, LaSalle may, without any action by Agent notice, demand or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice legal process of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; or all of the Collateral (ii) require Borrowers in addition to assemble Collateralcollateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Debtor's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and LaSalle shall have the right to store the same at any of Debtor's premises without cost to LaSalle. At LaSalle's request, Debtor shall, at Borrowers’ Debtor's expense, assemble the Collateral and make it available to Agent LaSalle at a place one or more places to be designated by Agent; (iii) enter LaSalle and reasonably convenient to LaSalle and Debtor. Debtor recognizes that if Debtor fails to perform, observe or discharge any premises where Collateral is located of its obligations under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and store Collateral on Debtor agrees that LaSalle shall be entitled to temporary and permanent injunctive relief in any such premises until sold (and if case without the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose necessity of proving actual damages. Any notification of intended disposition of any of the Collateral in its then condition, or after required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any further manufacturing or processing thereof, at public or private sale, with such notice as disposition by LaSalle of any of the Collateral may be required applied by Applicable Law, LaSalle to the payment of expenses in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of connection with the Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premisesincluding, without chargelimitation, legal expenses and reasonable attorneys' fees (both in-house and outside counsel) and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Obligations, and in such sales order of application, as LaSalle may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselect.
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Remedies Upon an Event of Default. If (a) Upon the occurrence of an Event of Default described in Section 11.1(kparagraph 8(h) occurs with respect to hereof, Lender will not exercise any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other remedies unless such Event of Default existsremains uncured for a period of sixty (60) days after notice from Lender of such Event of Default. Upon the occurrence of an Event of Default described in paragraphs 8(a), Agent may in its discretion (and shall upon written direction of Required Lenders8(c), 8(d), 8(e), 8(f), 8(g), 8(h), 8(j) do any one or more 8(k) hereof, all of the following from time to time:
(a) declare any Obligations (other than Secured Bank Product Obligations) Liabilities will immediately and automatically become due and payable, whereupon they shall be due and payable without diligenceafter ten (10) days' written notice from Lender if such Event of Default is not cured within said ten (10) day period at which time if no cure has occurred, presentment, demand, protest or notice Lender may exercise its remedies. Upon the occurrence of any kindEvent of Default described in paragraphs 8(a), 8(c), 8(d), 8(e), 8(f), 8(g), 8(j) or 8(k), the Lender will not exercise any remedies unless such Event of Default remains uncured for a period of thirty (30) days after notice from Lender of such Event of Default. Subject to applicable notice and cure periods, Lender may pursue all remedies it has under this Agreement, any Related Agreement, or applicable law or in equity. Borrower hereby grants Lender full authority to accept ownership of which are hereby waived the Collateral in exchange for full extinguishment of any Liabilities owed by Borrowers Borrower to Lender hereunder or under the fullest extent permitted by law;Pledge Agreement. To make such election to take ownership of the Collateral, Lender shall notify Borrower and INB Panama of its election to take ownership of the Collateral; provided however, for the ninety (90) day period after Lender takes ownership of the Collateral, Lender
(bi) terminate, reduce or condition any Commitment, or make any adjustment to may not sell the Aggregate Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
(dii) exercise any other rights or remedies afforded under any agreementLender shall sell the Collateral back to the Borrower, by lawif and only if, Borrower delivers to Lender monies representing 110% of the Liabilities due hereunder at equity or otherwisesuch time, including all costs of attorneys fees owed by Lender, plus interest at the rights and remedies of a secured party under default rate hereunder. If Lender makes such election, the UCC. Such rights and remedies include Borrower hereby grants title to the rights shares transferred to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private saleLender, with no further action from Lender or Borrower necessary to effectuate such notice as may be required by Applicable Lawtransfer, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days immediately upon Lender's sending notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligationselection.
Appears in 1 contract
Sources: Loan Agreement (International Thunderbird Gaming Corp)