Remedies Upon Occurrence of Event of Default. If the Collateral Agent shall at any time receive written notice from the Investor that an Event of Default shall have occurred and be continuing, the Collateral Agent shall, subject to the provisions of Section 5.04 hereof, upon request of the Investor, (i) deliver the Collateral to the Investor (or its designee), (ii) execute and deliver to the Investor an instrument satisfactory to the Collateral Agent assigning to the Investor (without recourse against, and without representation or warranty of any kind by, the Collateral Agent) all of the Collateral Agent's rights, title and interests in and to the Collateral hereunder, and (iii) execute and deliver to the Investor UCC assignments (as shall have been duly completed and provided to the Collateral Agent by the Investor) for each of the Financing Statements; provided, however, that the Collateral Agent's obligation to deliver the foregoing shall be subject to the Investor's payment to the Collateral Agent of all amounts owing to the Collateral Agent hereunder, to the extent remaining unpaid by the Investor or the Grantor (and the Investor shall be subrogated to the rights of the Collateral Agent to the extent of such payment and such obligations of the Grantor shall become part of the Obligations secured hereby). Upon such assignment and delivery to the Investor, the Collateral Agent shall immediately and automatically be released from all obligations hereunder. Unless and until the Investor shall have made such request to the Collateral Agent, the Collateral Agent shall have no duty or obligation to take any action pursuant to the preceding sentence; and except for the taking of such action pursuant to the preceding sentence upon receipt of such request, the Collateral Agent shall be under no duty or obligation to take any other action of any kind hereunder with respect to the Collateral or such Event of Default (including, without limitation, no duty to enforce, foreclose, protect, preserve or otherwise exercise any rights or remedies as a secured party with respect to the Collateral, including without limitation the sale or other disposition of Collateral or other exercise of rights or remedies pursuant to or as contemplated by this Article V). Notwithstanding the foregoing, the Collateral Agent thereafter may exercise such rights or remedies or take such actions as may be requested by the Investor, to the extent and upon such terms as may be agreed to by the Collateral Agent, at its reasonable discretion (which terms may, if the Collateral Agent deems necessary, include such additional compensation as the Collateral Agent reasonably determines to be necessary). In any and every such case, upon the occurrence and during the continuance of any Event of Default, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, on behalf of the Investor, or the Investor upon the delivery of the Collateral to the Investor, as the case may be, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC or other applicable law in all relevant jurisdictions and may: (a) personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Grantor; and (b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Collateral Agent or the Investor, as appropriate; and (c) sell, assign or otherwise liquidate, or direct the Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; and (d) take possession of the Collateral or any part thereof, by directing the Grantor in writing to deliver the same to the Collateral Agent or the Investor, as appropriate, at any place or places designated by the Collateral Agent or the Investor, as appropriate, in which event the Grantor shall, at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent or the Investor, as appropriate, and there delivered to the Collateral Agent or the Investor, as appropriate, (ii) store and keep any Collateral so delivered to the Collateral Agent or the Investor, as appropriate, at such place or places pending further action by the Collateral Agent or the Investor, as appropriate, as provided in Section 5.03, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition; and (e) with respect to the Pledged Collateral and subject to the provisions of Section 5.04 hereof: (i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Collateral Agent or the Investor, as appropriate; (ii) transfer all or any part of the Pledged Collateral into the Collateral Agent's or the Investor's name, as appropriate, or the name of its nominee or nominees; and (iii) vote all or any part of the Pledged Collateral (whether or not transferred into the name of the Collateral Agent or the Investor, as appropriate) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Grantor hereby irrevocably constituting and appointing the Collateral Agent or the Investor, as appropriate, the proxy and attorney-in-fact of the Grantor, with full power of substitution to do so); it being understood that the Grantor's obligation so to deliver the Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent or the Investor, as appropriate, shall be entitled to a decree requiring specific performance by the Grantor of such obligation.
Appears in 1 contract
Remedies Upon Occurrence of Event of Default. If 6.1 Remedies, Obtaining the Security Agreement Collateral Agent shall at Upon Default. Grantor agrees that, if any time receive written notice from the Investor that an Event of Default shall have occurred occurred, then and be continuing, the Collateral Agent shall, subject to the provisions of Section 5.04 hereof, upon request of the Investor, (i) deliver the Collateral to the Investor (or its designee), (ii) execute and deliver to the Investor an instrument satisfactory to the Collateral Agent assigning to the Investor (without recourse against, and without representation or warranty of any kind by, the Collateral Agent) all of the Collateral Agent's rights, title and interests in and to the Collateral hereunder, and (iii) execute and deliver to the Investor UCC assignments (as shall have been duly completed and provided to the Collateral Agent by the Investor) for each of the Financing Statements; provided, however, that the Collateral Agent's obligation to deliver the foregoing shall be subject to the Investor's payment to the Collateral Agent of all amounts owing to the Collateral Agent hereunder, to the extent remaining unpaid by the Investor or the Grantor (and the Investor shall be subrogated to the rights of the Collateral Agent to the extent of such payment and such obligations of the Grantor shall become part of the Obligations secured hereby). Upon such assignment and delivery to the Investor, the Collateral Agent shall immediately and automatically be released from all obligations hereunder. Unless and until the Investor shall have made such request to the Collateral Agent, the Collateral Agent shall have no duty or obligation to take any action pursuant to the preceding sentence; and except for the taking of such action pursuant to the preceding sentence upon receipt of such request, the Collateral Agent shall be under no duty or obligation to take any other action of any kind hereunder with respect to the Collateral or such Event of Default (including, without limitation, no duty to enforce, foreclose, protect, preserve or otherwise exercise any rights or remedies as a secured party with respect to the Collateral, including without limitation the sale or other disposition of Collateral or other exercise of rights or remedies pursuant to or as contemplated by this Article V). Notwithstanding the foregoing, the Collateral Agent thereafter may exercise such rights or remedies or take such actions as may be requested by the Investor, to the extent and upon such terms as may be agreed to by the Collateral Agent, at its reasonable discretion (which terms may, if the Collateral Agent deems necessary, include such additional compensation as the Collateral Agent reasonably determines to be necessary). In any and every such case, upon the occurrence and during the continuance of any Event of Default, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, on behalf of the Investor, or the Investor upon the delivery of the Collateral to the Investor, as the case may beSecured Creditor, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC or other applicable law Code in all relevant jurisdictions and may:
(a) personally, or by agents or attorneys, immediately retake take possession of the Security Agreement Collateral or any part thereof, from the Grantor or any other Person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon the Grantor's premises where any of the Security Agreement Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Grantor; and;
(b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the AccountsReceivables) constituting the Security Agreement Collateral to make any payment required by the terms of such agreement or instrument or agreement directly to the Collateral Agent or the Investor, as appropriate; andSecured Creditor;
(c) withdraw all monies, securities and other instruments in the deposit for application to the Secured Obligations;
(d) sell, assign or otherwise liquidate, or direct the Grantor to sell, assign or otherwise liquidate, any or all of the Security Agreement Collateral or any part thereof, thereof in accordance with Section 6.2 and take possession of the proceeds of any such sale or liquidation; and;
(de) take possession of the Collateral Security Agreement Collateral, or any part thereof, by directing the Grantor in writing to deliver the same to the Collateral Agent or the Investor, as appropriate, Secured Creditor at any place or places designated by the Collateral Agent or the Investor, as appropriateSecured Creditor, in which event the Grantor shall, shall at its own expense:
(i) forthwith cause the same to be moved or delivered to the place or places so designated by the Collateral Agent or the Investor, as appropriate, and there delivered to the Collateral Agent or the Investor, as appropriateSecured Creditor,
(ii) store and keep any Security Agreement Collateral so delivered to the Collateral Agent or the Investor, as appropriate, Secured Creditor at such place or places pending further action by the Collateral Agent or the Investor, as appropriate, Secured Creditor as provided in Section 5.036.2, and
(iii) while the Security Agreement Collateral shall be so stored and kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them it in good condition; and
(ef) with respect license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Security Agreement Collateral for such term and on such conditions and in such manner as the Secured Creditor shall in its sole judgment determine (taking into account such provisions as may be necessary to the Pledged Collateral protect and subject to the provisions of Section 5.04 hereof:
(i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Collateral Agent preserve such Marks, Patents or the Investor, as appropriate;
(ii) transfer all or any part of the Pledged Collateral into the Collateral Agent's or the Investor's name, as appropriate, or the name of its nominee or nominees; and
(iii) vote all or any part of the Pledged Collateral (whether or not transferred into the name of the Collateral Agent or the Investor, as appropriate) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Grantor hereby irrevocably constituting and appointing the Collateral Agent or the Investor, as appropriate, the proxy and attorney-in-fact of the Grantor, with full power of substitution to do soCopyrights); it being understood that the Grantor's obligation to so to deliver the Security Agreement Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent or the Investor, as appropriate, Secured Creditor shall be entitled to a decree requiring specific performance by the Grantor of such said obligation.
Appears in 1 contract
Sources: Security Agreement (Probex Corp)
Remedies Upon Occurrence of Event of Default. If 8.1. Remedies, Obtaining the Security Agreement Collateral Agent shall at Upon Default. ------------------------------------------------------------------ Each Grantor agrees that, if any time receive written notice from the Investor that an Event of Default shall have occurred and be continuing, the Collateral Agent shall, subject to the provisions of Section 5.04 hereof, upon request of the Investor, (i) deliver the Collateral to the Investor (or its designee), (ii) execute then and deliver to the Investor an instrument satisfactory to the Collateral Agent assigning to the Investor (without recourse against, and without representation or warranty of any kind by, the Collateral Agent) all of the Collateral Agent's rights, title and interests in and to the Collateral hereunder, and (iii) execute and deliver to the Investor UCC assignments (as shall have been duly completed and provided to the Collateral Agent by the Investor) for each of the Financing Statements; provided, however, that the Collateral Agent's obligation to deliver the foregoing shall be subject to the Investor's payment to the Collateral Agent of all amounts owing to the Collateral Agent hereunder, to the extent remaining unpaid by the Investor or the Grantor (and the Investor shall be subrogated to the rights of the Collateral Agent to the extent of such payment and such obligations of the Grantor shall become part of the Obligations secured hereby). Upon such assignment and delivery to the Investor, the Collateral Agent shall immediately and automatically be released from all obligations hereunder. Unless and until the Investor shall have made such request to the Collateral Agent, the Collateral Agent shall have no duty or obligation to take any action pursuant to the preceding sentence; and except for the taking of such action pursuant to the preceding sentence upon receipt of such request, the Collateral Agent shall be under no duty or obligation to take any other action of any kind hereunder with respect to the Collateral or such Event of Default (including, without limitation, no duty to enforce, foreclose, protect, preserve or otherwise exercise any rights or remedies as a secured party with respect to the Collateral, including without limitation the sale or other disposition of Collateral or other exercise of rights or remedies pursuant to or as contemplated by this Article V). Notwithstanding the foregoing, the Collateral Agent thereafter may exercise such rights or remedies or take such actions as may be requested by the Investor, to the extent and upon such terms as may be agreed to by the Collateral Agent, at its reasonable discretion (which terms may, if the Collateral Agent deems necessary, include such additional compensation as the Collateral Agent reasonably determines to be necessary). In any and every such case, upon the occurrence and during the continuance of any Event of Default, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, on behalf of the Investor, or the Investor upon the delivery of the Collateral to the Investor, as the case may be, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC or other applicable law Uniform Commercial Code in all relevant jurisdictions and may:
(a) personally, or by agents or attorneys, immediately retake take possession of the Security Agreement Collateral or any part thereof, from the such Grantor or any other Person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon the such Grantor's premises where any of the Security Agreement Collateral is located and remove the same and use in connection with such removal any and all servicesservic es, supplies, aids and other facilities of the such Grantor; and;
(b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Security Agreement Collateral to make any payment required by the terms of such agreement or instrument or agreement directly to the Collateral Agent or the Investor, as appropriate; andAgent;
(c) withdraw all monies, securities and other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 8.4; -----------
(d) sell, assign or otherwise liquidate, or direct the such Grantor to sell, assign or otherwise liquidate, any or all of the Security Agreement Collateral or any part thereof, thereof in accordance with Section 8.2 and take ----------- possession of the proceeds of any such sale or liquidation; and;
(de) take possession of the Collateral Security Agreement Collateral, or any part thereof, by directing the such Grantor in writing to deliver the same to the Collateral Agent or the Investor, as appropriate, at any place or places designated by the Collateral Agent or the Investor, as appropriateAgent, in which event the such Grantor shall, shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent or the Investor, as appropriate, and there delivered to the Collateral Agent or the Investor, as appropriateAgent,
(ii) store and keep any Security Agreement Collateral so delivered to the Collateral Agent or the Investor, as appropriate, at such place or places pending further action by the Collateral Agent or the Investor, as appropriate, as provided in Section 5.038.2, andand -----------
(iii) while the Security Agreement Collateral shall be so stored and kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them it in good condition; and
(ef) with respect to license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Pledged Security Agreement Collateral for such term and subject to the provisions of Section 5.04 hereof:
(i) receive all amounts payable on such conditions and in respect of the Pledged Collateral otherwise payable to such manner as the Collateral Agent shall in its sole judgment determine (taking into account such provisions as may be necessary to protect and preserve such Marks, Patents or the Investor, as appropriate;
(ii) transfer all or any part of the Pledged Collateral into the Collateral Agent's or the Investor's name, as appropriate, or the name of its nominee or nominees; and
(iii) vote all or any part of the Pledged Collateral (whether or not transferred into the name of the Collateral Agent or the Investor, as appropriate) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Grantor hereby irrevocably constituting and appointing the Collateral Agent or the Investor, as appropriate, the proxy and attorney-in-fact of the Grantor, with full power of substitution to do soCopyrights); it being understood that the such Grantor's obligation to so to deliver the Security Agreement Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent or the Investor, as appropriate, shall be entitled to a decree requiring specific performance by the such Grantor of such said obligation.
Appears in 1 contract
Sources: Security Agreement (Nexstar Broadcasting of the Wichita Falls LLC)
Remedies Upon Occurrence of Event of Default. If 7. 1. Remedies: Obtaining the Collateral Agent shall at Upon Default. Each Assignor ----------------------------------------------- agrees that, if any time receive written notice from the Investor that an Event of Default shall have occurred and be continuing, the Collateral Agent shall, subject to the provisions of Section 5.04 hereof, upon request of the Investor, (i) deliver the Collateral to the Investor (or its designee), (ii) execute then and deliver to the Investor an instrument satisfactory to the Collateral Agent assigning to the Investor (without recourse against, and without representation or warranty of any kind byin every such case, the Collateral Agent) all of the Collateral Agent's rights, title and interests in and to the Collateral hereunder, and (iii) execute and deliver to the Investor UCC assignments (as shall have been duly completed and provided to the Collateral Agent by the Investor) for each of the Financing Statements; provided, however, that the Collateral Agent's obligation to deliver the foregoing shall be subject to the Investor's payment to the Collateral Agent of all amounts owing to the Collateral Agent hereunder, to the extent remaining unpaid by the Investor or the Grantor (and the Investor shall be subrogated to the rights of the Collateral Agent to the extent of such payment and such obligations of the Grantor shall become part of the Obligations secured hereby). Upon such assignment and delivery to the Investor, the Collateral Agent shall immediately and automatically be released from all obligations hereunder. Unless and until the Investor shall have made such request to the Collateral Agent, the Collateral Agent shall have no duty or obligation to take any action pursuant to the preceding sentence; and except for the taking of such action pursuant to the preceding sentence upon receipt of such request, the Collateral Agent shall be under no duty or obligation to take any other action of any kind hereunder with respect to the Collateral or such Event of Default (including, without limitation, no duty to enforce, foreclose, protect, preserve or otherwise exercise any rights or remedies as a secured party with respect to the Collateral, including without limitation the sale or other disposition of Collateral or other exercise of rights or remedies pursuant to or as contemplated by this Article V). Notwithstanding the foregoing, the Collateral Agent thereafter may exercise such rights or remedies or take such actions as may be requested by the Investor, to the extent and upon such terms as may be agreed to by the Collateral Agent, at its reasonable discretion (which terms may, if the Collateral Agent deems necessary, include such additional compensation as the Collateral Agent reasonably determines to be necessary). In any and every such case, upon the occurrence and during the continuance of any Event of Default, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, on behalf of the Investor, or the Investor upon the delivery of the Collateral to the Investor, as the case may be, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the UCC or other applicable law laws in effect, in all relevant jurisdictions and may:
(ai) personally, or by agents or attorneys, immediately retake take possession of the Collateral or any part thereof, from the Grantor such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Grantorsuch Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Grantor; andsuch Assignor;
(bii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the AccountsReceivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or agreement other obligation directly to the Collateral Agent or the Investor, as appropriate; andand may exercise any and all remedies of such Assignor in respect of such Collateral;
(ciii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidateliquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the Grantor relevant Assignor to sell, assign or otherwise liquidate, liquidate any or all of the Collateral or any part thereof, and and, in each case, take possession of the proceeds of any such sale or liquidation; and;
(dv) take possession of the Collateral or any part thereof, by directing the Grantor relevant Assignor in writing to deliver the same to the Collateral Agent or the Investor, as appropriate, at any place or places designated by the Collateral Agent or the Investor, as appropriateAgent, in which event the Grantor shall, such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent or the Investor, as appropriate, and there delivered to the Collateral Agent or the Investor, as appropriate,
(ii) store and keep any Collateral so delivered to the Collateral Agent or the Investor, as appropriate, at such place or places pending further action by the Collateral Agent or the Investor, as appropriate, as provided in Section 5.03, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition; and
(e) with respect to the Pledged Collateral and subject to the provisions of Section 5.04 hereof:
(i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Collateral Agent or the Investor, as appropriate;
(ii) transfer all or any part of the Pledged Collateral into the Collateral Agent's or the Investor's name, as appropriate, or the name of its nominee or nominees; and
(iii) vote all or any part of the Pledged Collateral (whether or not transferred into the name of the Collateral Agent or the Investor, as appropriate) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Grantor hereby irrevocably constituting and appointing the Collateral Agent or the Investor, as appropriate, the proxy and attorney-in-fact of the Grantor, with full power of substitution to do so); it being understood that the Grantor's obligation so to deliver the Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent or the Investor, as appropriate, shall be entitled to a decree requiring specific performance by the Grantor of such obligation.
Appears in 1 contract
Remedies Upon Occurrence of Event of Default. If Upon the Collateral Agent shall at occurrence of any time receive written notice from the Investor that an Event of Default shall have occurred and be continuinghereunder, the Collateral Agent shall, subject to the provisions of Section 5.04 hereof, upon request of the Investor, (i) deliver the Collateral to the Investor (or its designee), (ii) execute and deliver to the Investor an instrument satisfactory to the Collateral Agent assigning to the Investor (without recourse against, and without representation or warranty of any kind by, the Collateral Agent) Lender may declare all of the Collateral Agent's rights, title Secured Obligations to be immediately due and interests payable and shall have all of the rights and remedies of a secured party under the Kentucky UCC and in and to any state where any of the Collateral hereundermay then be located, and (iii) execute and deliver including without limitation, the right to the Investor UCC assignments (as shall have been duly completed and provided to take possession of the Collateral Agent by and, in addition thereto, the Investor) for each of the Financing Statements; provided, however, that right to enter upon any premises upon which the Collateral Agent's obligation or any part thereof may be situated and remove the same therefrom. The Lender may require each and every Borrower to deliver the foregoing shall be subject to the Investor's payment to make the Collateral Agent of all amounts owing to the Collateral Agent hereunder, (to the extent remaining unpaid the same is movable) available to the Lender at a place to be designated by the Investor Lender that is reasonably convenient to both the Lender and such Borrower. Unless the Collateral is perishable or threatens to decline rapidly in value or is of a type customarily sold on a recognized market, the Grantor Lender will give the Borrowers at least ten (10) days prior written notice of the time and place of any public sale thereof or of the Investor time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be subrogated deemed to the rights of the Collateral Agent to the extent of such payment and such obligations of the Grantor shall become part of the Obligations secured hereby). Upon such assignment and delivery to the Investor, the Collateral Agent shall immediately and automatically be released from all obligations hereunder. Unless and until the Investor shall have made such request to the Collateral Agent, the Collateral Agent shall have no duty meet any requirement hereunder or obligation to take under any action pursuant to the preceding sentence; and except for the taking of such action pursuant to the preceding sentence upon receipt of such request, the Collateral Agent shall be under no duty or obligation to take any other action of any kind hereunder with respect to the Collateral or such Event of Default (including, without limitation, no duty to enforce, foreclose, protect, preserve or otherwise exercise any rights or remedies as a secured party with respect to the Collateralapplicable law, including without limitation the Kentucky UCC, that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition of Collateral or and delivery, including reasonable legal costs and attorneys’ fees and all other exercise of rights or remedies pursuant to or as contemplated by this Article V). Notwithstanding charges against the foregoingCollateral, the Collateral Agent thereafter may exercise such rights or remedies or take such actions as may be requested by the Investor, to the extent and upon such terms as may be agreed to by the Collateral Agent, at its reasonable discretion (which terms may, if the Collateral Agent deems necessary, include such additional compensation as the Collateral Agent reasonably determines to be necessary). In any and every such case, upon the occurrence and during the continuance of any Event of Default, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, on behalf of the Investor, or the Investor upon the delivery of the Collateral to the Investor, as the case may be, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC or other applicable law in all relevant jurisdictions and may:
(a) personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Grantor; and
(b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Collateral Agent or the Investor, as appropriate; and
(c) sell, assign or otherwise liquidate, or direct the Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession residue of the proceeds of any such sale or liquidation; and
disposition shall be applied to the payment of the Secured Obligations in such order of priority as the Lender shall determine in its sole discretion, and any surplus shall be returned to the Borrowers or to any person or party lawfully entitled thereto (d) take possession including, if applicable, any subordinated creditors of the Borrowers). In the event the proceeds of any sale, lease or other disposition of the Collateral or any part thereofhereunder are insufficient to pay all of the Secured Obligations in full, by directing the Grantor Borrowers will be liable for the deficiency, together with interest thereon at the rate provided in writing the Loan Instruments as applicable to deliver overdue principal and interest thereunder, and the same costs and expenses of collection of such deficiency, including, to the Collateral Agent or extent permitted by law, reasonable legal costs and attorneys’ fees, expenses and disbursements. If the Investor, as appropriate, at Lender sells any place or places designated by the Collateral Agent or the Investor, as appropriate, in which event the Grantor shall, at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent or the Investor, as appropriate, and there delivered to the Collateral Agent or the Investor, as appropriate,
(ii) store and keep any Collateral so delivered to the Collateral Agent or the Investor, as appropriate, at such place or places pending further action by the Collateral Agent or the Investor, as appropriate, as provided in Section 5.03, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition; and
(e) with respect to the Pledged Collateral and subject to the provisions of Section 5.04 hereof:
(i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Collateral Agent or the Investor, as appropriate;
(ii) transfer all or any part of the Pledged Collateral into the Collateral Agent's or the Investor's name, as appropriate, or the name of its nominee or nominees; and
(iii) vote all or any part of the Pledged Collateral (whether or not transferred into the name of the Collateral Agent or upon credit, the InvestorBorrowers will be credited only with payments actually made by the purchasers thereof, as appropriate) received by the Lender and give all consentsapplied to the indebtedness of the Borrowers. In the event the purchaser of the purchased Collateral fails to pay for such Collateral, waivers and ratifications in respect of the Lender may resale the Collateral and otherwise act the Borrowers shall be credited with respect thereto as though it were the outright owner thereof (the Grantor hereby irrevocably constituting and appointing the Collateral Agent or the Investor, as appropriate, the proxy and attorney-in-fact proceeds of the Grantor, with full power of substitution to do so); it being understood that the Grantor's obligation so to deliver the Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent or the Investor, as appropriate, shall be entitled to a decree requiring specific performance by the Grantor of such obligationsale.
Appears in 1 contract
Remedies Upon Occurrence of Event of Default. If the Collateral Agent shall at any time receive written notice from the Investor that an Event of Default shall have occurred and be continuing, the Collateral Agent shall, subject to the provisions of Section 5.04 6.04 hereof, upon request of the Investor, (i) deliver the Collateral to the Investor (or its designee), (ii) execute and deliver to the Investor an instrument satisfactory to the Collateral Agent assigning to the Investor (without recourse against, and without representation or warranty of any kind by, the Collateral Agent) all of the Collateral Agent's rights, title and interests in and to the Collateral hereunder, and (iii) execute and deliver to the Investor UCC assignments (as shall have been duly completed and provided to the Collateral Agent by the Investor) for each of the Financing Statements; provided, however, that the Collateral Agent's obligation to deliver the foregoing shall be subject to the Investor's payment to the Collateral Agent of all amounts owing to the Collateral Agent hereunder, to the extent remaining unpaid by the Investor or the Grantor (and the Investor shall be subrogated to the rights of the Collateral Agent to the extent of such payment and such obligations of the Grantor shall become part of the Obligations secured hereby). Upon such assignment and delivery to the Investor, the Collateral Agent shall immediately and automatically be released from all obligations hereunder. Unless and until the Investor shall have made such request to the Collateral Agent, the Collateral Agent shall have no duty or obligation to take any action pursuant to the preceding sentence; and except for the taking of such action pursuant to the preceding sentence upon receipt of such request, the Collateral Agent shall be under no duty or obligation to take any other action of any kind hereunder with respect to the Collateral or such Event of Default (including, without limitation, no duty to enforce, foreclose, protect, preserve or otherwise exercise any rights or remedies as a secured party with respect to the Collateral, including without limitation the sale or other disposition of Collateral or other exercise of rights or remedies pursuant to or as contemplated by this Article VVI). Notwithstanding the foregoing, the Collateral Agent thereafter may exercise such rights or remedies or take such actions as may be requested by the Investor, to the extent and upon such terms as may be agreed to by the Collateral Agent, at its reasonable discretion (which terms may, if the Collateral Agent deems necessary, include such additional compensation as the Collateral Agent reasonably determines to be necessary). In any and every such case, upon the occurrence and during the continuance of any Event of Default, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, on behalf of the Investor, or the Investor upon the delivery of the Collateral to the Investor, as the case may be, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC or other applicable law in all relevant jurisdictions and may:
(a) personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the any Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the such Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the such Grantor; and
(b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Collateral Agent or the Investor, as appropriate; and
(c) sell, assign or otherwise liquidate, or direct the any Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; and
(d) take possession of the Collateral or any part thereof, by directing the Grantor thereof in writing to deliver the same to the Collateral Agent or the Investor, as appropriate, at any place or places designated by the Collateral Agent or the Investor, as appropriate, in which event the such Grantor shall, at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent or the Investor, as appropriate, and there delivered to the Collateral Agent or the Investor, as appropriate,
(ii) store and keep any Collateral so delivered to the Collateral Agent or the Investor, as appropriate, at such place or places pending further action by the Collateral Agent or the Investor, as appropriate, as provided in Section 5.036.03, and
(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition; and
(e) with respect to the Pledged Collateral and subject to the provisions of Section 5.04 6.04 hereof:
(i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Collateral Agent or the Investor, as appropriate;
(ii) transfer all or any part of the Pledged Collateral into the Collateral Agent's or the Investor's name, as appropriate, or the name of its nominee or nominees; and
(iii) vote all or any part of the Pledged Collateral (whether or not transferred into the name of the Collateral Agent or the Investor, as appropriate) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the each Grantor hereby irrevocably constituting and appointing the Collateral Agent or the Investor, as appropriate, the proxy and attorney-in-fact of the such Grantor, with full power of substitution to do so); it being understood that the each Grantor's obligation so to deliver the Collateral is of the essence of this Guarantee and Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent or the Investor, as appropriate, shall be entitled to a decree requiring specific performance by the such Grantor of such obligation.
Appears in 1 contract