Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral), and the Agent may use, at each Company's expense, such of the Company's personnel, supplies or space at such Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral), including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Company; (d) foreclose the Agent's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agrees, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company or elsewhere and to make available to the Agent the premises and facilities of such Company for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to applicable Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of DefaultDefault and so long as such Event of Default is continuing, the Agent CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent CIT may use, at each the Company's ’s expense, such of the Company's ’s personnel, supplies or space at such the Company's ’s places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders Company or the Agent on behalf of the LendersCIT, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such the Company or the AgentCIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's CIT’s sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each the Company; (d) foreclose the Agent's CIT’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent CIT shall have the right, without notice or advertisementadvertisement (except as may be required by law), to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company or the Agent, on behalf of the LendersCIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisableare commercially reasonable, and the Agent CIT shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. Each The Company agrees, at the request of the AgentCIT, to assemble the Inventory and Equipment, and to make it available to the Agent CIT at premises of such the Company or elsewhere and to make available to the Agent CIT the premises and facilities of such the Company for the purpose of the Agent's CIT’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's CIT’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies Company shall remain jointly and severally liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to applicable the Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable lawLaw: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent may use, at each Company's Borrowers' expense, such of the Company's Borrowers' personnel, supplies or space at such Companyany Borrower's places place of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Companythe Credit Parties (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, including the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company the Credit Parties (or the any of them) or Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such salesale (to the extent permitted by applicable Laws), free from any right of redemption, which right is hereby expressly waived by each Companythe Credit Parties; (d) foreclose the Agent's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in at law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisementadvertisement but subject to applicable Law, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company Credit Parties (or the any of them) or Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of Lenders (to the Lendersextent permitted by applicable Laws). If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its optionoption and subject to applicable Law, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agreesThe Credit Parties agree, at the request of the AgentAgent and subject to applicable Law, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company the Credit Parties or elsewhere and to make available to the Agent the premises and facilities of such Company the Credit Parties for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by lawLaw, it is agreed that ten (10) days days' notice shall constitute reasonable notification and full compliance with the lawnotification. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 11.4 hereof, and the Companies Credit Parties shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent Agent, in turn turn, agrees to remit to applicable Company the Credit Parties or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law Law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Sources: Credit and Security Agreement (Greenbrook TMS Inc.)
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent CIT may use, at each Company's the Companies' expense, such of the Company's Companies' personnel, supplies or space at such any Company's places place of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders Companies (or the Agent on behalf any of the Lendersthem) or CIT, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company the Companies (or the Agentany of them) or CIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the AgentCIT's sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Companythe Companies; (d) foreclose the AgentCIT's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company Companies (or the Agent, on behalf any of the Lendersthem) or CIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. Each Company agreesThe Companies agree, at the request of the AgentCIT, to assemble the Inventory and Equipment, and to make it available to the Agent CIT at premises of such Company the Companies or elsewhere and to make available to the Agent CIT the premises and facilities of such Company the Companies for the purpose of the AgentCIT's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the AgentCIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies shall remain jointly and severally liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to applicable Company the Companies or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent may use, at each Company's the Companies’ expense, such of the Company's Companies’ personnel, supplies or space at such Company's the Companies’ places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such any Company, the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such any Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's ’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Company; (d) foreclose the Agent's ’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable any Company or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agrees, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company or elsewhere and to make available to the Agent the premises and facilities of such Company for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to applicable Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.the
Appears in 1 contract
Sources: Financing Agreement (Aegis Communications Group Inc)
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent CIT may use, at each Company's the Companies' expense, such of the Company's Companies' personnel, supplies or space at such any Company's places place of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders Companies (or the Agent on behalf any of the Lendersthem) or CIT, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company the Companies (or the Agentany of them) or CIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the AgentCIT's sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Companythe Companies; (d) foreclose the AgentCIT's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company Companies (or the Agent, on behalf any of the Lendersthem) or CIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT 48 <PAGE> shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. Each Company agreesThe Companies agree, at the request of the AgentCIT, to assemble the Inventory and Equipment, and to make it available to the Agent CIT at premises of such Company the Companies or elsewhere and to make available to the Agent CIT the premises and facilities of such Company the Companies for the purpose of the AgentCIT's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the AgentCIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies shall remain jointly and severally liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to applicable Company the Companies or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Sources: Financing Agreement
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets files containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and or the Agent may use, at each Company's the Borrowers’ expense, such of the Company's Credit Parties’ personnel, supplies or space at such Company's the Borrowers’ places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders any Credit Party or the Agent Agent, on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)said Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company Credit Parties’ or the Agent, on behalf of the Lenders; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's ’s sole option and discretion, and the Agent, on behalf of the Lenders, Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Companythe Borrowers; (d) foreclose the Agent's its security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Inventory and/or Other Collateral without judicial process, and to enter any premises where any Inventory and/or Other Collateral may be located for the purpose of taking possession of or removing the same; , and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company any Credit Party or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like)representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent Agent, on behalf of the Lenders, shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agreesThe Borrowers agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company the Revolving/LC Borrower or elsewhere and to make available to the Agent at the premises and facilities of such Company the Credit Parties for the purpose of the Agent's ’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's ’s exercise of any of the foregoing rights rights, (after deducting all Out-of-Pocket Expenses relating theretocharges, costs and expenses, including reasonable attorneys’ fees) shall be applied by the Agent to the payment of the Obligations Obligations, whether due or to become due, in such order as the order set forth in Section 10.4 hereofAgent and the Lenders may elect, and the Companies Borrowers shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent Agent, on behalf of the Lenders, in turn agrees to remit to applicable Company the Borrowers or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documentsrights, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence and during the continuation of an Event of Default, the Agent CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: applicable
(a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent CIT may use, at each the Company's ’s expense, such of the Company's ’s personnel, supplies or space at such the Company's ’s places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders Company or the Agent on behalf of the LendersCIT, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part pan any amounts owing on any Accounts and (iii) issue credits in the name of such the Company or the AgentCIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's ClT’s sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each the Company; (d) foreclose the Agent's ClT’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent To the extent not prohibited by applicable law, CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company or the Agent, on behalf of the LendersCIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. Each The Company agrees, at the request of the AgentCIT, to assemble the Inventory and EquipmentInventory, and to make it available to the Agent CIT at premises of such the Company or elsewhere and to make available to the Agent CIT the premises and facilities of such the Company for the purpose of the Agent's CIT s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's ClT’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies Company shall remain jointly and severally liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to applicable the Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent may use, at each the Company's expense, such of the Company's personnel, supplies or space at such the Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such the Company, the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such the Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each the Company; (d) foreclose the Agent's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processingCollateral, in the name of the applicable Company or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like)representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agrees, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company or elsewhere and to make available to the Agent the premises and facilities of such Company for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds Proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 8.4 hereof, and the Companies Company shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to applicable the Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after Upon the occurrence and during the continuance of an Event of Default, the Agent Lender may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable lawlaw and the Contrarian Intercreditor Agreement: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent Lender may use, at each the Company's ’s expense, such of the Company's any Credit Party’s personnel, supplies or space at such Company's Credit Party’s places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders any Credit Party or the Agent on behalf of the Lenders, Lender and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company any Credit Party or the AgentLender; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's Lender’s sole option and discretion, and the Agent, on behalf of the Lenders, Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each CompanyCredit Party; (d) foreclose the Agent's Lender’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agrees, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company or elsewhere and to make available to the Agent the premises and facilities of such Company for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to applicable Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.or
Appears in 1 contract
Sources: Second Lien Financing Agreement (Horsehead Holding Corp)
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent may use, at each Company's the Borrowers’ expense, such of the Company's Borrowers’ personnel, supplies or space at such Company's places the Borrowers’ place of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Companythe Borrowers, the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company the Borrowers or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's ’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Companythe Borrowers; (d) foreclose the Agent's ’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company Borrowers or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agreesThe Borrowers agree, at the request of the Agent, to assemble the Inventory and EquipmentInventory, and to make it available to the Agent at premises of such Company the Borrowers or elsewhere and to make available to the Agent the premises and facilities of such Company the Borrowers for the purpose of the Agent's ’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's ’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies Borrowers shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to applicable Company the Borrowers or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent CIT may use, at each the Company's expense, such of the Company's personnel, supplies or space at such the Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Lenders Company or the Agent on behalf of the LendersCIT, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such the Company or the AgentCIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the AgentCIT's sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each the Company; (d) foreclose the AgentCIT's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company or the Agent, on behalf of the LendersCIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. Each The Company agrees, at the request of the AgentCIT, to assemble the Inventory and EquipmentInventory, and to make it available to the Agent CIT at premises of such the Company or elsewhere and to make available to the Agent CIT the premises and facilities of such the Company for the purpose of the AgentCIT's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the AgentCIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies Company shall remain jointly and severally liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to applicable the Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent may use, at each Company's the Companies' expense, such of the Company's Companies' personnel, supplies or space at such any Company's places place of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Companythe Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Companythe Companies; (d) foreclose the Agent's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agreesThe Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company the Companies or elsewhere and to make available to the Agent the premises and facilities of such Company the Companies for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to applicable Company the Companies or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.
Appears in 1 contract
Remedies with Respect to Collateral. Immediately after the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable lawLaw: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, and the Agent may use, at each Company's Borrowers' expense, such of the Company's Borrowers' personnel, supplies or space at such Companyany Borrower's places place of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Companythe Credit Parties (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts (other than Accounts that constitute Excluded Collateral)Accounts, including, without limitation, including the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of such Company the Credit Parties (or the any of them) or Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such salesale (to the extent permitted by applicable Laws), free from any right of redemption, which right is hereby expressly waived by each Companythe Credit Parties; (d) foreclose the Agent's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in at law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisementadvertisement but subject to applicable Law, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the applicable Company Credit Parties (or the any of them) or Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of Lenders (to the Lendersextent permitted by applicable Laws). If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its optionoption and subject to applicable Law, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. Each Company agreesThe Credit Parties agree, at the request of the AgentAgent and subject to applicable Law, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of such Company the Credit Parties or elsewhere and to make available to the Agent the premises and facilities of such Company the Credit Parties for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by lawLaw, it is agreed that ten (10) days days' notice shall constitute reasonable notification and full compliance with the lawnotification. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 11.4 hereof, and the Companies Credit Parties shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent Agent, in turn turn, agrees to remit to applicable Company the Credit Parties or its their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law Law or the other Loan Documents, all of which shall be cumulative..
Appears in 1 contract
Sources: Credit and Security Agreement (Greenbrook TMS Inc.)