Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies: a. declare this Agreement and the Lender's obligation to make the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described in Sections 9.1(e) or 9.1(f), such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding; b. take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement or other applicable law; c. notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender; d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts; e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral; f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
Appears in 1 contract
Rights and Remedies of the Lender. Upon 15.1 On the occurrence happening of any Event of the Events of Default, the Lender may, at its option, exercise any one by a notice in writing to the Borrower and without prejudice to the rights and remedies available to the Lender under this Agreement or more otherwise:
i) call upon the Borrower to pay all the Outstanding Dues in respect of the following rights Facility and remedies:otherwise; and
a. ii) declare the Security to be enforceable, and the Lender, its representatives, servants, officers, agents and/or such other person in favour of whom such security is created (“Lender Representatives”), shall have inter alia, the right to enter upon and take possession of the Vehicle and/or to transfer or deal with the Vehicle by way of lease, leave and license, sale or otherwise in accordance with the provisions of the Agreement (notwithstanding anything to the contrary in this Agreement and irrespective of whether the Outstanding Dues have been recalled), provided a notice / intimation of such re-possession and/ or transfer is furnished to the Borrower.
15.2 Notwithstanding anything contained above, failure by the Lender to provide notice / intimate the Borrower under the Transaction Documents would not prejudice any other rights of the Lender under the Transaction Documents.
15.3 The Lender may, at its absolute discretion, appropriate any payments made by the Borrower and any amounts realized by the Lender by enforcement of Security or otherwise, towards the Outstanding Dues and in any manner whatsoever. Notwithstanding any such appropriation by the Lender towards settlement of any dues payable by the Borrower to the Lender's obligation , the Borrower shall continue to make remain liable to the Revolving Loan or Term Loan to Lender for all remaining amounts comprising the Outstanding Dues.
15.4 The Lender shall be terminatedentitled, at the sole risk and declare the entire unpaid principal amounts cost of the Revolving Loan Borrower, to engage any receiver, agent, manager or other person to collect the Outstanding Dues and/or to enforce any security provided by the Borrower or to exercise all or any of the powers hereby vested in the Lender with reference to the Security hereby created and Term Loanshall be entitled to recover and receive from the Borrower the remuneration and/or charges of such receiver, agent, manager or other person as aforesaid. The Lender may also delegate to such person(s) the right and authority to perform and execute all interest accrued acts, deeds, matters and unpaid thereonthings connected therewith or incidental thereto, as the Lender deems fit.
15.5 The Lender shall not in any way be liable / responsible, notwithstanding anything to the contrary under any applicable laws, for any loss, deterioration of or damage to the Security on any account whatsoever whilst the same are in the possession of the Lender or by reason of exercise or non-exercise of any rights and all other amounts payable remedies available to the Lender as aforesaid.
15.6 Without prejudice to the rights conferred in the Lender under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described in Sections 9.1(e) or 9.1(f)Default, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement or other applicable law;
c. notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse have all the name rights conferred on secured creditors under any law including but not limited to the Securitization and Reconstruction of Borrower Financial Assets and Enforcement of Security Interest Act, 2002 or any amendment or re-enactment thereof.
15.7 No delay in favor of exercising or omission to exercise, any right, power or remedy accruing to the Lender upon any and all checksdefault under this Agreement or any other agreement or document shall impair any right, draftspower or remedy or shall be construed as a waiver.
15.8 Notwithstanding anything contained herein, money ordersthe Lender shall not in any way be responsible for delay, notesomission or neglect in encashment, acceptances damage or other evidences loss of any payment instruments including PDC(s)/cheque(s) (already given or Collateral that may come into to be given by the Borrower to the Lender in terms hereof) for any reasons whatsoever.
15.9 No interest or compensation shall be payable by the Lender to the Borrower on the proceeds held/to be held by the Lender's possession; (iv) sign and endorse the name of Borrower , on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the ground whatsoever.
15.10 The Lender nor any other such attorney-in-fact shall not be liable responsible for any acts of commission or omissiondelay, or for any error of judgment or mistake of fact or law of any such attorneynon-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfieddelivery, or any Loan Document remains effectivedefect, as damage, or quality of the Vehicle, for which the Borrower shall be solely determined by responsible. It is further agreed that the Lender;
d. Lender shall not be responsible or liable even if there is a defect or dispute of any nature in the Lender's own name, title (even if the Vehicle is found to be a stolen Vehicle) or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part ownership of the Collateral;
f. make formal application for Vehicle and that the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;Borrower shall independently satisfy itself in this regard.
Appears in 1 contract
Sources: Two Wheeler Loan Agreement
Rights and Remedies of the Lender. Upon the occurrence of any uncured Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's ’s obligation to make or extend any Advances or issue any Letters of Credit under the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which any Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by BorrowerBorrowers, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter any Borrower’s premises and otherwise proceed without legal process, and the Borrowers shall on the Lender’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose. The rights and remedies provided for herein are subject to any limitations imposed by applicable law;
c. Except with respect to classified Government Accounts, notify any or all Customers to make any Payments due to Borrower Borrowers from such Customers directly to the Lender, and render performance to or for the benefit of Lender of any obligations of such Customer(s) to Borrowers. To facilitate direct collection, each Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for such Borrower to (i) receive, open and ESSEX – Amended and Restated Credit Agreement 54 dispose of all mail addressed to such Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over such Borrower's ’s post office boxes or make such other arrangements, in which such Borrower shall cooperate, to receive such Borrower's ’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to such Borrower to such address as the Lender shall designate; (iii) endorse the name of such Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's ’s possession; (iv) sign and endorse the name of such Borrower on any invoice or bill ▇▇▇▇ of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of such Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Each Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-factfact except for gross negligence or willful acts of the Lender. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrowers for the amounts owing under or in connection with the Revolving Loan, this Agreement or the other Loan Documents, including without limitation any Guarantors or Persons pledging property to secure the Credit Facilities. To the extent such rights may now or hereafter exist, each Borrower waives the right to require Lender to pursue any Persons other than Borrowers to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents;
d. in In the Lender's ’s own name, or in the name of BorrowerBorrowers, demand, collect, receive, sue ▇▇▇ for and give receipts and releases for, any and all amounts due ▇▇ on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom except for gross negligence or willful acts of the Lender;
e. endorse Endorse as the agent of Borrower Borrowers any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make Make formal application for the transfer of all of Borrower's Borrowers’ permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's Borrowers’ business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral; ESSEX – Amended and Restated Credit Agreement 55
g. Obtain appointment of a receiver for all or any of the Collateral, Borrowers hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. File any legal action or lawsuit and obtain a judgment for any and all amounts owing under the Revolving Note, this Agreement or the other Loan Documents, and in conjunction with any such action, Lender may pursue any ancillary remedies provided by law, including without limitation, attachment, garnishment, execution and levy;
j. Borrowers acknowledge that any failure to comply with their obligation regarding the Collateral, including (without limiting the generality of the foregoing) granting of Assignments and collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce the Borrowers’ obligations under this Agreement;
k. Require the Borrowers at any time and from time to time during the continuance of such Event of Default upon demand of the Lender deliver to the Lender cash or U.S. Treasury Bills with maturities of not more than thirty (30) days in an amount equal to the amount of issued or pending Letters of Credit as of such time. The Lender may also deposit to the Default Collateral Account any cash, monies or funds received by the Lender from the collection of the Obligations or the sale or other disposition of the Collateral which the Lender, in its discretion, designates as being held against issued or pending Letters of Credit as of such time. Such cash, monies, funds or U.S. Treasury Bills shall be held by the Lender in an account (the “Default Collateral Account”) and invested or reinvested (as the case may be) in U.S. Treasury Bills with maturities of no more than thirty (30) days from the date of investment. The Lender shall have the sole power of access and withdrawal from the Default Collateral Account. As collateral and security for the payment of the Obligations, the Borrowers hereby assigns and pledges to the Lender, and grants to the Lender a security interest in and to, all cash, monies, funds, U.S. Treasury Bills and other securities and instruments ESSEX – Amended and Restated Credit Agreement 56 at any time and from time to time held by the Lender in the Default Collateral Account and any interest, income, earnings and proceeds thereof, all of which shall be a part of the Collateral hereunder. If any Event of Default shall occur and be continuing, the Lender is irrevocably authorized to make such withdrawals from the Default Collateral Account at any time and from time to time and apply the same to any of the Obligations (including, without limitation, Letter of Credit Obligations) in such order and manner as the Lender in its sole discretion may determine. After all Obligations have been indefeasibly paid in full and there are no Letters of Credit outstanding or any commitment on the part of the Lender to open and issue Letters of Credit, any cash, monies, funds, U.S. Treasury Bills or other securities and instruments held by the Lender in the Default Collateral Account will be turned over to the Borrowers or to such other person who may be entitled to the same under applicable laws.
l. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code), including without limitation, generally enforcing any or all of Borrowers’ rights and remedies against any Customers, provided that Lender shall be under no obligation to do so.
Appears in 1 contract
Sources: Revolving Line of Credit Loan and Security Agreement (Essex Corp)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower’s premises and otherwise proceed without legal process, and the Borrower shall on the Lender’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose;
c. notify Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the LenderLender and render performance to or for the benefit of Lender of any obligations of such Customers to Borrower. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's ’s post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's ’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's ’s possession; (iv) sign and endorse the name of Borrower on any invoice or bill ▇▇▇▇ of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrower for the amounts owing under or in connection with the Loan, this Agreement or the other Loan Documents, including without limitation, any Persons pledging property to secure the Loan. To the extent such rights may now or hereafter exist, Borrower waives the right to require Lender to pursue any Persons other than Borrower to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents;
d. in In the Lender's ’s own name, or in the name of Borrower, demand, collect, receive, sue ▇▇▇ for and give receipts and releases for, any and all amounts due ▇▇ on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom;
e. endorse Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make Make formal application for the transfer of all of Borrower's ’s permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's ’s business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
g. Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. File any legal action or lawsuit and obtain a judgement for any and all amounts owing under the Revolving Note, this Agreement or the other Loan Documents, and in conjunction with any such action, Lender may pursue any ancillary remedies provided by law, including without limitation, attachment, garnishment, execution and levy;
j. With respect to any Investment Property (including without limitation, the BOA Investments and/or the BOA Collateral Accounts), in addition to any other remedies set forth in this Agreement:
1. To transfer to or register in Lender’s name or the name of any nominee all or any part of the Investment Property of Borrower, without notice to Borrower and with or without disclosing that such Collateral is subject to the security interest created hereunder;
2. To sell, resell, assign and deliver, in its sole discretion, all or any of the Investment Property of Borrower, in one or more parcels, on any securities exchange on which any of the Investment Property may be listed, at public or private sale, at any of Lender’s offices or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Lender may deem satisfactory. If any of such Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Borrower be credited with any part of the proceeds of sale of any such Collateral until and to the extent cash payment in respect thereof has actually been received by Lender. Each purchaser at any such sale shall hold the property sold free from any lien or Encumbrance, including any equity or right of redemption of Borrower, and Borrower hereby expressly waives, to the fullest extent permitted under applicable law, all rights of redemption, stay or appraisal, and all rights to require Lender to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the amounts owing under the Revolving Note, this Agreement or any of the other Loan Documents, that it has or may have under any rule of law or statute now existing or hereafter adopted.
3. To exercise, to the extent permitted by applicable law, (i) all voting, consensual and other rights and powers pertaining to the Borrower’s Investment Property including without limitation, the BOA Investments and BOA Collateral Accounts (whether or not transferred into the name of Lender), at any meeting of shareholders, partners, members or otherwise, and (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Investment Property, as if Lender were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, reclassification, combination of shares or interest, similar rearrangement or other similar fundamental change in the structure of the applicable issuer, or upon the exercise by Borrower or Lender of any right, privilege or option pertaining to such Investment Property), and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, registrar or other designated agency upon such terms and conditions as Lender may determine, and give all consents, waivers and ratifications in respect of such Investment Property, all without liability except to account for any property actually received by it, but Lender shall have no duty to exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible for any failure to do so or delay in so doing; and for the foregoing purposes, Borrower will promptly execute and deliver or cause to be executed and delivered to Lender, upon request, all such proxies and other instruments as Lender may request to enable Lender to exercise such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-FACT OF BORROWER, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, TO EXERCISE AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT ALL SUCH VOTING, CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY INVESTMENT PROPERTY WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT.
k. Borrower acknowledges that any failure to comply with its obligation regarding the Collateral, including (without limiting the generality of the foregoing) collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce the Borrower’s obligations under this Agreement; and
l. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code), including without limitation, generally enforcing any or all of the Borrower’s rights and remedies against any Customers, provided that Lender shall be under no obligation to do so.
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Varsity Group Inc)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower’s premises and otherwise proceed without legal process, and the Borrower shall on the Lender’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose;
c. notify Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the LenderLender and render performance to or for the benefit of Lender of any obligations of such Customers to Borrower. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's ’s post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's ’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's ’s possession; (iv) sign and endorse the name of Borrower on any invoice or bill b▇▇▇ of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrower for the amounts owing under or in connection with the Revolving Loan, this Agreement or the other Loan Documents, including without limitation, any Persons pledging property to secure the Loans. To the extent such rights may now or hereafter exist, Borrower waives the right to require Lender to pursue any Persons other than Borrower to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents;
d. in In the Lender's ’s own name, or in the name of Borrower, demand, collect, receive, sue s▇▇ for and give receipts and releases for, any and all amounts due ▇▇ on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom;
e. endorse Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Spectrum Sciences & Software Holdings Corp)
Rights and Remedies of the Lender. Upon the occurrence of any Event an event of Defaultdefault by the Borrower under this Agreement, then, in addition to all other rights and remedies at law or in equity, the Lender may, at its option, may exercise any one or more of the following rights and remedies:
a. declare this Agreement and Accelerate the Lender's obligation to make the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts time for payment of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement by written notice thereof to the Borrower, whereupon all such amounts shall be immediately due and payable.
b. Pursue and enforce all of the other Loan Documents rights and remedies provided to be accelerateda secured party with respect to the Collateral under the Uniform Commercial Code.
c. Make such appearance, disburse such sums, and take such action as the Lender deems necessary, in its sole discretion, to protect the Lender’s interest, including but not limited to (i) disbursement of attorneys’ fees, (ii) entry upon the Borrower’s property to make repairs to the Collateral, and (iii) procurement of satisfactory insurance. Any amounts disbursed by the Lender pursuant to this Section, with interest thereon, shall become additional indebtedness of the Borrower added to the Loan Principal Amount secured by this Agreement and shall be immediately due and payable (except that upon and shall bear interest from the occurrence date of an Event of Default described disbursement at the rate stated in Sections 9.1(e) this Agreement. Nothing contained in this Section shall require the Lender to incur any expense or 9.1(f), such acceleration shall occur automatically take any action.
d. Require the Borrower to assemble the Collateral and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents make it available to the contrary notwithstanding;
b. take possession or control of, store, lease, operate, manage, Borrower at the place to be designated by the Lender which is reasonably convenient to both parties. The Lender may sell or otherwise dispose of all or any part of the Collateral as a whole or in accordance with the remedies provided to secured parties under the Uniform Commercial Codepart either by public auction, this Agreement private sale, or other applicable law;
c. notify method of disposition. The Lender may bid at any public sale on all or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee portion of the LenderCollateral. Unless the Collateral threatens to decline speedily in value, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse give the name of Borrower in favor reasonable notice of the Lender upon time and place of any and all checks, drafts, money orders, notes, acceptances public sale or of the time after which any private sale or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any disposition of the Accounts, on verifications of ▇▇▇▇unts sent Collateral is to any Customer, to drafts against any Customer, to assignments of Accountsbe made, and notice given at least 10 days before the time of the sale or other disposition shall be conclusively presumed to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor be reasonable.
e. Pursue any other such attorney-in-fact shall be liable for any acts of commission rights or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business remedies available to the Lender at law or to any assignee of the Lender or to any purchaser of any of the Collateral;in equity.
Appears in 1 contract
Sources: Loan and Security Agreement (Resonate Blends, Inc.)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare A. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take B. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law;
c. notify any or all Customers . In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to make any Payments due to Borrower from such Customers directly to the Lender at a place designated by the Lender. To facilitate direct collection, Borrower hereby appoints the The Lender and any officer or employee of the Lender, as the Lender may from time shall be entitled to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose immediate possession of all mail addressed books and records evidencing or pertaining to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Dunn Computer Corp /Va/)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) which Borrower or 9.1(f)any of its Subsidiaries is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter Borrower’s premises and otherwise proceed without legal process, and Borrower shall, on the Lender’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral;
c. notify Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's ’s post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's ’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's ’s possession; (iv) sign and endorse the name of Borrower on any invoice or bill ▇▇▇▇ of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-factfact unless such acts are due to gross negligence or wilful misconduct. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in In the Lender's ’s own name, or in the name of Borrower, demand, collect, receive, sue ▇▇▇ for and give receipts and releases for, any and all amounts due ▇▇ on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom unless caused by Lender’s gross negligence or wilful misconduct;
e. endorse Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make Make formal application for the transfer of all of Borrower's ’s permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's ’s business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
g. Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. Borrower acknowledges that any failure to comply with its obligation regarding the Collateral, including (without limiting the generality of the foregoing) granting of Assignments and collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce Borrower’s obligations under this Agreement; and
j. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code).
Appears in 1 contract
Sources: Revolving Line of Credit Loan and Security Agreement (Integral Systems Inc /Md/)
Rights and Remedies of the Lender. Upon the occurrence of --------------------------------- any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law;
c. notify any or all Customers . In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to make any Payments due to Borrower from such Customers directly to the Lender at a place designated by the Lender. To facilitate direct collection, Borrower hereby appoints the The Lender and any officer or employee of the Lender, as the Lender may from time shall be entitled to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose immediate possession of all mail addressed books and records evidencing or pertaining to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement and Security Agreement (Integral Systems Inc /Md/)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare this Agreement and the Lender's obligation to make the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described and at any time thereafter:
7.2.1 The Lender may proceed to protect and enforce its rights by suit in Sections 9.1(e) equity, action at law and/or other appropriate proceeding either for specific performance of any covenant, provision or 9.1(f)condition contained in this Agreement, such acceleration shall occur automatically or in aid of the exercise of any power granted in this Agreement, and immediately without may at its option by notice to the Borrower declare all or any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and unpaid Principal then outstanding to be immediately forthwith due and payable, and thereupon such unpaid principal amount or part thereof, together with interest accrued thereon and all others sums, if any, payable under this Agreement, the Loan shall become so due and payable without any presentation, presentment, demand, protest or further demand or notice of any kind, all of which are hereby expressly waived waived, and such holder or holders may proceed to enforce payment of such amount or part thereof in such manner as it or they may elect. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 7.1.4, the Indebtedness shall be immediately due and payable automatically without presentment, demand, protest or notice of any kind;
7.2.2 The Lender will have the right, but not the obligation, to inform any creditor of the Borrower of any Event of Default by the Borrower;
7.2.3 Interest will accrue quarterly in arrears on the outstanding Principal at a penalty rate of Sixteen Percent (16%) per annum, compounding quarterly on the last day of each fiscal quarter of the Borrower, anything contained herein commencing on the occurrence of such Event of Default and terminating on the earlier of (i) the date such Event of Default is cured, or in any (ii) the conversion or repayment of the other Loan Documents outstanding Principal and accrued interest;
7.2.4 The Borrower hereby waives to the contrary notwithstanding;
b. take possession extent not prohibited by applicable law which cannot be waived, (a) all presentments, demands for performance, notice of non-performance, (b) any requirement of diligence or control of, store, lease, operate, manage, sell or otherwise dispose of all or any promptness on the part of any holder of the Collateral Loan or the Conversion Shares in accordance with the remedies provided to secured parties enforcement of its rights under the Uniform Commercial Code, this Agreement or the Loan, (c) except to the extent required by any other applicable provision of this Agreement, any and all notices of every kind and description which may be required to be given by any statute or rule of law, and (d) any defense of any kind which it may now or hereafter have with respect to its liability under this Agreement;
c. notify 7.2.5 The Lender may, without notice to the Borrower and without further action, apply any or and all Customers money owing by the Lender to make any Payments due the Borrower to Borrower from such Customers directly the payment of the indebtedness owed to the Lender. To facilitate direct collection;
7.2.6 The Lender may exercise and enforce any and all rights and remedies available upon default to a secured party under the UCC, and, in connection therewith, the Borrower hereby appoints will on demand assemble the Collateral and make it available to the Lender and any officer or employee of the Lender, as at a place to be designated by the Lender which is reasonably convenient to both parties;
7.2.7 The Lender may from time to time designateexercise and enforce its rights and remedies under any other agreement, as attorney-in-fact for Borrower to (i) receive, open document or instrument by and dispose of all mail addressed to between the Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse or by the name of Borrower in favor of the Lender;
7.2.8 The Lender upon may without regard to any waste, adequacy of the security or solvency of the Borrower, apply for the appointment of a receiver of the Collateral, to which appointment the Borrower hereby consents, whether or not foreclosure proceedings have been commenced and all checks, drafts, money orders, notes, acceptances whether or other evidences of payment or Collateral that may come into not a foreclosure sale has occurred; or
7.2.9 If the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to Lender sells any of the AccountsCollateral on credit, on verifications the Indebtedness will be reduced only to the extent of ▇▇▇▇unts sent payments actually received. If the purchaser fails to any Customerpay for the Collateral, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor may resell the Collateral and shall apply any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating proceeds actually received to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;Indebtedness.
Appears in 1 contract
Sources: Secured Convertible Debenture (Reclamation Consulting & Applications Inc)
Rights and Remedies of the Lender. Upon and after the occurrence and during the continuance of any an Event of Default, the Lender may, at its optionwithout notice or demand other than as expressly provided for under the provisions of this Agreement, exercise in any one or more of jurisdiction in which enforcement hereof is sought, the following rights and remedies:
a. declare , in addition to the rights and remedies available to the Lender under the other provisions of the Note, this Agreement and any other Collateral Documents, the Lender's obligation to make rights and remedies of a secured party under the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, UCC and all other amounts payable rights and remedies available to the Lender under this Agreement applicable laws, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently:
(a) The Lender may sell the other Loan Documents to be acceleratedCollateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate, and at such price or prices as may be satisfactory to the Lender, provided that the Lender shall be permitted only sell 24.50% of the Pledged Equity Interests immediately due and payable (except that shall be permitted to sell 100% of the Pledged Equity Interests upon the occurrence earlier of an Event (a) FINRA approval of Default described in Sections 9.1(ethe CMA, or (b) thirty (30) calendar days from the filing of a substantially complete CMA. The Lender shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or 9.1(f)purchasers of any of the Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such acceleration sale the Lender shall occur automatically have the right to assign, transfer and immediately without deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any declaration such sale shall hold the property sold absolutely free from any claim or other action right on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interestPledgor, and the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Lender shall give the Pledgor ten (10) days’ prior written notice (which the Pledgor agrees is reasonable notice within the meaning of the UCC) of the Lender’s intention to make any sale or other disposition of Collateral. Such notice, in the case of a public sale, shall state the time and place for such amounts sale, in the case of a sale at a broker’s board or on a securities exchange, shall become state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be immediately due offered for sale at such board or exchange and, in the case of a private sale or other disposition, shall state the date after which such sale or other disposition may be made. Any such public sale shall be held at such time or times within ordinary business hours and payableat such place or places as the Lender may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Lender may (in its sole and absolute discretion) determine. The Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Lender may, without presentmentnotice or publication, demandadjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, protest or and such sale may, without further notice of notice, be made at the time and place to which the same was so adjourned. In case any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take possession or control of, store, lease, operate, manage, sell or otherwise dispose sale of all or any part of the Collateral in accordance with is made on credit or for future delivery, the remedies provided to secured parties under the Uniform Commercial Code, this Agreement or other applicable law;
c. notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints Collateral so sold may be retained by the Lender until the sale price is paid in full by the purchaser or purchasers thereof, but the Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any officer or employee of the Lendersuch failure, as such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 6.1, the Lender may bid for or purchase, free from time any right of redemption, stay or appraisal on the part of the Pledgor (all of such rights being also hereby waived and released by the Pledgor), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to time designatethe Lender from the Pledgor as a credit against the purchase price, as attorney-in-fact for Borrower to (i) receiveand the Lender may, open upon compliance with the terms of sale, hold, retain and dispose of all mail addressed such property without further accountability to Borrower the Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse be free to carry out such sale pursuant to such agreement, and the name of Borrower in favor Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Lender upon any shall have entered into such an agreement all Events of Default shall have been remedied and all checks, drafts, money orders, notes, acceptances the Secured Obligations paid in full. The Pledgor recognizes that the Lender may be unable to effect a public sale or other evidences disposition of payment the Collateral due to the lack of a ready market for the Collateral, a limited number of potential buyers of the Collateral or Collateral certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), state securities laws, and other applicable laws, and that the Lender may come into be compelled to resort to one or more private sales or other dispositions thereof to a restricted group of purchasers. The Pledgor agrees that such private sales or other dispositions may be at prices and other terms less favorable to the Lender's possession; seller than if sold at public sales or other dispositions and that such private sales or other dispositions shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Lender shall be under no obligation hereunder or otherwise (ivexcept as provided by applicable law) sign and endorse the name to delay a sale or other disposition of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications Collateral for the period of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things time necessary to carry out this Agreement and permit the transactions contemplated hereby, including signing the name registration of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted such securities for public sale or other public disposition under the Uniform Commercial Code Securities Act and applicable state securities laws. Any such sale or other disposition of any appropriate state. Borrower hereby ratifies all or a portion of the Collateral may be for cash or on credit or for future delivery and approves all acts of such attorneys-in-fact, and neither may be conducted at a private sale or other disposition where the Lender nor or any other such attorney-in-fact shall Person or entity may be liable for any acts the purchaser of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral so sold or to Borrower's business to the otherwise disposed of. The Lender or to any assignee shall incur no liability as a result of the Lender sale or to any purchaser other disposition of any of the Collateral;, or any part thereof, at any private sale which complies with the requirements of this Article VI. The Pledgor hereby waives, to the extent permitted by applicable law, any claims against the Lender arising by reason of the fact that the price at which any of the Collateral, or any part thereof, may have been sold or otherwise disposed of at such private sale was less than the price that might have been obtained at a public sale or other public disposition, even if the Lender accepts the first offer deemed by the Lender on good faith to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree.
(b) If the Lender determines to exercise its right to sell all or any of the Collateral pursuant to this Article VI, the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its own expense: (i) provide the Lender with such information and projections as may be necessary or, in the opinion of the Lender, advisable to enable the Lender to effect the sale of such Collateral; and (ii) do or cause to be done all such other acts and things as may be necessary to make the sale of such Collateral valid and binding and in compliance with all applicable laws. Pledgor agrees that a breach of any of the covenants contained in this Article VI will cause irreparable injury to the Lender, that the Lender have no adequate remedy at law in respect of such breach and, as a consequence, agree that each and every covenant contained in this Article VI shall be specifically enforceable against the Pledgor by the Lender.
(c) The Lender shall immediately with respect to 24.50% of the Pledged Equity Interests, have the right, but not the obligation, to exercise all voting rights of the Pledgor in the Company as set forth in Section 2.4(c). The Lender shall obtain the preceding rights with respect to 100% of the Pledged Equity Interests upon the earlier of (a) FINRA approval of the CMA, or (b) thirty (30) calendar days from the filing of a substantially complete CMA. The Lender shall be able to exercise these rights without liability of any kind to the Pledgor or account for any property actually received by the Lender. The Lender shall have no duty to exercise any of the aforesaid rights and shall not be responsible for any failure to do so or delay in so doing.
(d) Notwithstanding anything to the contrary contained herein, the Note or any other Collateral Document, the Pledgor does not waive its right to receive any Collateral or proceeds thereof that remain after the exercise of remedies by the Lender and the Payment in Full.
Appears in 1 contract
Sources: Pledge and Security Agreement (Mma Capital Management, LLC)
Rights and Remedies of the Lender. Upon 8.1 If one or more of the occurrence Events of Defaults shall have occurred, then, the Lender, by a written notice to the Borrower may declare the principal and all accrued interest and charges on the Loan which may be payable by the Borrower under or in terms of this Agreement and/or any other agreements, documents subsisting between the Borrower and the Lender, as well as all other charges and dues to be due and upon such declaration the same shall become due and payable forthwith and the security in relation to the Loan and any other loans shall become enforceable, notwithstanding anything to the contrary in this Agreement or any other agreement/s or documents.
8.2 ▇▇▇▇▇▇▇ shall have the right to enter upon and take possession of the property and to transfer and/or deal with the property by the way of Lease/Leave and License/sale or otherwise as per its sole and exclusive discretion.
8.3 If any Event of Default or any event, which, after the notice or lapse of time or both, would constitute an “Event of Default” shall have happened, the Borrower shall forthwith give to the Lender notice thereof in writing specifying such Event of Default, or such event.
8.4 All reasonable costs incurred by ▇▇▇▇▇▇ after an Event of Default has occurred in connection with:
i. Preservation of the Borrower's Property (whether now or hereafter existing); or
ii. Collection of amounts due under this Agreement may be charged to the Borrower and reimbursed, as the Lender shall specify.
8.5 The Lender may issue a no-dues certificate in relation to this Agreement once the Borrower has paid all amounts due under this Agreement to the Lender.
8.6 In the Event of Default, the Lender mayshall be entitled to communicate, in any manner it may deem fit, to or with any person or persons with a view to receiving assistance of such person or persons in recovering the defaulted amounts including but not limited to visiting the Property and/or any place of work of the Borrower.
8.7 Fedfina shall classify the account/s as special mention accounts (SMA) or Non-performing Asset (NPA) categories as mentioned hereunder: SMA-0 Up to 30 days March 31, 2023 SMA-1 More than 30 days and up to 60 days April 30, 2023 SMA-2 More than 60 days and up to 89 days May 30, 2023 NPA 90 days or above June 28, 2023 Asset classification shall be done by ▇▇▇▇▇▇▇ as part of day-end process for the relevant date and the asset classification date shall be the calendar date for which the day end process is run.
8.8 Acceleration: Lender shall have the right to, at its optionabsolute discretion, exercise any one or more upon providing a notice in writing, cancel all undrawn portions of the following rights and remedies:
a. declare this Agreement and the Lender's obligation to make the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loandemand higher equated monthly instalment repayment than original equated monthly instalment, or all interest accrued and unpaid thereon, and all other outstanding amounts payable under this Agreement and under/in relation to the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon Agreement. Upon receipt of such notice by the occurrence of an Event of Default described in Sections 9.1(e) or 9.1(f)Borrower, such acceleration shall occur automatically higher monthly instalment/ or all outstanding amounts along with all accrued interest and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts charges shall become and be immediately due and payable.
8.9 If there is deficit upon realisation of the Security the Borrower shall forthwith pay the difference between the realised value and the amounts due and payable to Fedfina. If there is surplus on realisation of security Fedfina may at its own discretion retain and appropriate the same against any other sum due by the Borrower under any other Loan agreement and/or Account entered by Borrower with Fedfina.
8.10 Upon a Default, without presentmentthe Lender shall be entitled to enforce the Security in such manner as it may choose to do, demand, protest or further notice including appointing of a receiver and/or collection agent and/or instituting legal proceedings against the Borrower/s at the risk and costs of the Borrower/s in all respects.
8.11 If there is any kind, all of which are hereby expressly waived default by Borrower, anything contained herein or the Borrower in any of the other existing Loan Documents and /or facility arrangement with Fedfina and/or its affiliates and/or Group Companies then in such an event Fedfina at its sole discretion shall have right to enforce the security in full and/or in part.
8.12 Notwithstanding anything stated elsewhere in this agreement. The Lender may, in its own discretion without assigning any reason and upon an intimation mailed or delivered to the contrary notwithstanding;
b. take possession or control ofBorrower/s cancel the Loan herein granted and also refuse to disburse future trances and demand repayment thereof. Delivery of such notification by the Lender shall constitute sufficient notice of such cancellation, storeand thereupon the said loan, lease, operate, manage, sell or otherwise dispose of all or any part interest due and payable thereon and all liabilities and other obligations of the Collateral in accordance with Borrower/s thereunder to the remedies provided to secured parties under Lender including interest, and other charges shall become due and payable by the Uniform Commercial Code, this Agreement or other applicable law;
c. notify any or all Customers to make any Payments due to Borrower from such Customers directly Borrower/s immediately to the Lender. To facilitate direct collectionNotwithstanding any cancellation, Borrower hereby appoints all the provisions of this Loan Agreement for the benefit or protection of Lender and its interests shall continue to be in full force and effect as specifically provided in the Loan Agreement. It is specifically understood that the power to cancel shall rest solely with the Lender and the Borrower/s shall not have any officer or employee of right to cancel the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all Facility or any part thereof.
8.13 Notwithstanding anything contained herein and/or Arbitration clause below, Lender at its sole discretion along with arbitration exercise any remedies under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”) and/or under any law for enforcing the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral security or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;recovering its dues.
Appears in 1 contract
Sources: Loan Agreement
Rights and Remedies of the Lender. Upon the occurrence of any Event of DefaultDefault and the expiration of any applicable cure periods, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial CodeUCC, this Agreement Agreement, the Loan Documents or other applicable law;. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.
c. notify Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer render performance to or employee for the benefit of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts obligations of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;Customer(s)
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Student Advantage Inc)
Rights and Remedies of the Lender. Upon the occurrence of any Event --------------------------------- of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral;
c. notify Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill ▇▇▇▇ of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in In the Lender's own name, or in the name of Borrower, demand, collect, receive, sue ▇▇▇ for and give receipts and releases for, any and all amounts due ▇▇ on Accounts;
e. endorse Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make Make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
g. Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code).
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Netplex Group Inc)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Defaultdefault or upon the termination of the Forbearance Period, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare : Declare this Agreement and the Lender's obligation to make the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoanAdvances, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loanamount of the Advances, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take ; Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law;
c. notify . In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose; Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the LenderLender and render performance to or for the benefit of Lender of any obligations of such Customers to Borrower. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill ▇▇▇▇ of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. . Lender shall have no obligation or duty to pursue any Person other than Borrower for the amounts owing under or in connection with the Loan, this Agreement or the other Loan Documents, including without limitation, any Persons pledging property to secure the Loan. To the extent such rights may now or hereafter exist, Borrower waives the right to require Lender to pursue any Persons other than Borrower to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents; In the Lender's own name, or in the name of Borrower, demand, collect, receive, sue ▇▇▇ for and give receipts and releases for, any and all amounts due ▇▇ on Accounts;
e. endorse , but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom; Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make ; Make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;; Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize; Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral; File any legal action or lawsuit and obtain a judgment for any and all amounts owing under the Revolving Note, this Agreement or the other Loan Documents, and in conjunction with any such action, Lender may pursue any ancillary remedies provided by law, including without limitation, attachment, garnishment, execution and levy; With respect to any Investment Property (including without limitation, the BOA Investments and/or the BOA Collateral Accounts), in addition to any other remedies set forth in this Agreement: To transfer to or register in Lender's name or the name of any nominee all or any part of the Investment Property of Borrower, without notice to Borrower and with or without disclosing that such Collateral is subject to the security interest created hereunder; To sell, resell, assign and deliver, in its sole discretion, all or any of the Investment Property of Borrower, in one or more parcels, on any securities exchange on which any of the Investment Property may be listed, at public or private sale, at any of Lender's offices or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Lender may deem satisfactory. If any of such Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Borrower be credited with any part of the proceeds of sale of any such Collateral until and to the extent cash payment in respect thereof has actually been received by Lender. Each purchaser at any such sale shall hold the property sold free from any lien or Encumbrance, including any equity or right of redemption of Borrower, and Borrower hereby expressly waives, to the fullest extent permitted under applicable law, all rights of redemption, stay or appraisal, and all rights to require Lender to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the amounts owing under the Revolving Note, this Agreement or any of the other Loan Documents, that it has or may have under any rule of law or statute now existing or hereafter adopted. To exercise, to the extent permitted by applicable law, (i) all voting, consensual and other rights and powers pertaining to the Borrower's Investment Property including without limitation, the BOA Investments and BOA Collateral Accounts (whether or not transferred into the name of Lender), at any meeting of shareholders, partners, members or otherwise, and (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Investment Property, as if Lender were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, reclassification, combination of shares or interest, similar rearrangement or other similar fundamental change in the structure of the applicable issuer, or upon the exercise by Borrower or Lender of any right, privilege or option pertaining to such Investment Property), and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, registrar or other designated agency upon such terms and conditions as Lender may determine, and give all consents, waivers and ratifications in respect of such Investment Property, all without liability except to account for any property actually received by it, but Lender shall have no duty to exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible for any failure to do so or delay in so doing; and for the foregoing purposes, Borrower will promptly execute and deliver or cause to be executed and delivered to Lender, upon request, all such proxies and other instruments as Lender may request to enable Lender to exercise such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-FACT OF BORROWER, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, TO EXERCISE AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT ALL SUCH VOTING, CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY INVESTMENT PROPERTY WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT. Borrower acknowledges that any failure to comply with its obligation regarding the Collateral, including (without limiting the generality of the foregoing) collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce the Borrower's obligations under this Agreement; and In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code), including without limitation, generally enforcing any or all of the Borrower's rights and remedies against any Customers, provided that Lender shall be under no obligation to do so.
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement and Security Agreement (Varsity Group Inc)
Rights and Remedies of the Lender. Upon 15.1 On the occurrence happening of any Event of the Events of Default, the Lender may, at its option, exercise any one by a notice in writing to the Borrower and without prejudice to the rights and remedies available to the Lender under this Agreement or more otherwise:
i) call upon the Borrower to pay all the Outstanding Dues in respect of the following rights Facility and remedies:otherwise; and
a. ii) declare the Security to be enforceable, and the Lender, its representatives, servants, officers, agents and/or such other person in favour of whom such security is created (“Lender Representatives”), shall have inter alia, the right to enter upon and take possession of the Vehicle and/or to transfer or deal with the Vehicle by way of lease, leave and license, sale or otherwise in accordance with the provisions of the Agreement (notwithstanding anything to the contrary in this Agreement and irrespective of whether the Outstanding Dues have been recalled), provided a notice / intimation of such re-possession and/ or transfer is furnished to the Borrower.
15.2 Notwithstanding anything contained above, failure by the Lender to provide notice / intimate the Borrower under the Transaction Documents would not prejudice any other rights of the Lender under the Transaction Documents.
15.3 The Lender may, at its absolute discretion, appropriate any payments made by the Borrower and any amounts realized by the Lender by enforcement of Security or otherwise, towards the Outstanding Dues and in any manner whatsoever. Notwithstanding any such appropriation by the Lender towards settlement of any dues payable by the Borrower to the Lender's obligation , the Borrower shall continue to make remain liable to the Revolving Loan or Term Loan to Lender for all remaining amounts comprising the Outstanding Dues.
15.4 The Lender shall be terminatedentitled, at the sole risk and declare the entire unpaid principal amounts cost of the Revolving Loan Borrower, to engage any receiver, agent, manager or other person to collect the Outstanding Dues and/or to enforce any security provided by the Borrower or to exercise all or any of the powers hereby vested in the Lender with reference to the Security hereby created and Term Loanshall be entitled to recover and receive from the Borrower the remuneration and/or charges of such receiver, agent, manager or other person as aforesaid. The Lender may also delegate to such person(s) the right and authority to perform and execute all interest accrued acts, deeds, matters and unpaid thereonthings connected therewith or incidental thereto, as the Lender deems fit.
15.5 The Lender shall not in any way be liable / responsible, notwithstanding anything to the contrary under any applicable laws, for any loss, deterioration of or damage to the Security on any account whatsoever whilst the same are in the possession of the Lender or by reason of exercise or non-exercise of any rights and all other amounts payable remedies available to the Lender as aforesaid.
15.6 Without prejudice to the rights conferred in the Lender under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described in Sections 9.1(e) or 9.1(f)Default, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement or other applicable law;
c. notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse have all the name rights conferred on secured creditors under any law including but not limited to the Securitization and Reconstruction of Borrower Financial Assets and Enforcement of Security ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ or any amendment or re-enactment thereof.
15.7 No delay in favor of exercising or omission to exercise, any right, power or remedy accruing to the Lender upon any and all checksdefault under this Agreement or any other agreement or document shall impair any right, draftspower or remedy or shall be construed as a waiver.
15.8 Notwithstanding anything contained herein, money ordersthe Lender shall not in any way be responsible for delay, notesomission or neglect in encashment, acceptances damage or other evidences loss of any payment instruments including PDC(s)/cheque(s) (already given or Collateral that may come into to be given by the Borrower to the Lender in terms hereof) for any reasons whatsoever.
15.9 No interest or compensation shall be payable by the Lender to the Borrower on the proceeds held/to be held by the Lender's possession; (iv) sign and endorse the name of Borrower , on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the ground whatsoever.
15.10 The Lender nor any other such attorney-in-fact shall not be liable responsible for any acts of commission or omissiondelay, or for any error of judgment or mistake of fact or law of any such attorneynon-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfieddelivery, or any Loan Document remains effectivedefect, as damage, or quality of the Vehicle, for which the Borrower shall be solely determined by responsible. It is further agreed that the Lender;
d. Lender shall not be responsible or liable even if there is a defect or dispute of any nature in the Lender's own name, title (even if the Vehicle is found to be a stolen Vehicle) or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part ownership of the Collateral;
f. make formal application for Vehicle and that the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;Borrower shall independently satisfy itself in this regard.
Appears in 1 contract
Sources: Loan Agreement
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare 1. Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take 2. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law;
c. notify any or all Customers . In taking possession of the Collateral, the Lender may enter the Borrower’s premises and otherwise proceed without legal process, and the Borrower shall on the Lender’s demand, promptly assemble and make the Collateral available to make any Payments due to Borrower from such Customers directly to the Lender at a place designated by the Lender. To facilitate direct collection, Borrower hereby appoints the The Lender and any officer or employee of the Lender, as the Lender may from time shall be entitled to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose immediate possession of all mail addressed to Borrower books and take therefrom any Payments on records evidencing or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating pertaining to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and Collateral. In the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code event of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any sale or other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part disposition of the Collateral;
f. make formal application for , the transfer of all of Borrower's permits, licenses, approvals, agreements and the like Lender may disclaim any warranty relating to the Collateral title, possession, quiet enjoyment or to Borrower's business to the Lender or to any assignee other warranty of the Lender like, including without limitation, any warranty of merchantability or to any purchaser of any of the Collateralfitness for a particular purpose.;
Appears in 1 contract
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare this Agreement and the Lender's obligation to make the Revolving Loan or Term Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon after the occurrence of an Event of Default described in Sections 9.1(e) or 9.1(f)Default, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon , without notice or demand other than as expressly provided for under the Revolving Loan provisions of this Agreement or the Credit Agreement, may exercise in any jurisdiction in which enforcement hereof is sought, the following rights and Term Loanremedies, in addition to the rights and remedies available to the Lender under the other provisions of this Agreement and the other Financing Documents, the rights and remedies of a secured party under the UCC and all other rights and remedies available to the Lender under applicable law, all such accrued interestrights and remedies being cumulative and enforceable alternatively, successively or concurrently:
(a) the Lender shall have the right, subject to applicable law and without breach of the peace, to take possession of the Collateral, and for that purpose, so far as the Borrower may give authority therefor or to the extent permitted under applicable laws, to enter upon any premises in which the Collateral or any part thereof may be situated, and remove therefrom all or any of the Collateral without any liability for suit, action or other proceeding, THE BORROWER HEREBY WAIVING ANY AND ALL RIGHTS TO PRIOR NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO REPOSSESSION OF COLLATERAL, and require the Borrower, at the Borrower’s expense, to assemble and deliver all or any of the Collateral to such amounts place or places as the Lender may designate.
(b) the Lender shall become have the right to operate, manage and be immediately due control all or any of the Collateral (including use of the Collateral in order to continue or complete performance of obligations of the Borrower under any contracts of the Borrower), or permit the Collateral or any portion thereof to remain idle or store the same, and payablecollect all rents and revenues therefrom and sell, without presentmentlease or otherwise dispose of any or all of the Collateral upon such terms and under such conditions as the Lender, demandin its sole discretion, protest may determine, and purchase or further acquire any of the Collateral at any such sale or other disposition, all to the extent permitted by applicable law. Any purchaser or lessee of any of the Collateral so sold or leased shall hold the property so sold or leased free from any claim or right of the Borrower and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal with respect thereto. The Lender and the Borrower agree that commercial reasonableness and good faith require the Lender to give to the Borrower no more than fifteen (15) days prior written notice of any kindpublic sale or other disposition of the Collateral or of the time after which any private sale or other disposition of the Collateral is to be made.
(c) the Lender shall have the right, all without the breach of which are the peace, and the Borrower hereby expressly waived by irrevocably designates and appoints the Lender and its designees as the attorney-in-fact of the Borrower, anything contained herein with full power of substitution and with power and authority in the Borrower’s name, the Lender’s name or otherwise and for the use and benefit of the Lender (i) to notify account debtors and other Persons obligated to make payments or other Remittances on or with respect to the Collateral to make such payments and other Remittances directly to the Lender, (ii) to demand, collect, ▇▇▇ for, take control of, compromise, settle, change the terms of, release, exchange, substitute, extend, renew or otherwise deal with, the Collateral or any account debtor or other Person obligated on or under the Collateral in any manner as the Lender may deem advisable, (iii) to remove from any place of business of the Borrower all records in respect of the Collateral, (iv) to receive and endorse the Borrower’s name on any checks, drafts, money orders or other instruments of payment relating to any of the Collateral, (v) to sign and send verifications of Accounts or other Loan Documents Collateral and sign any proofs of claim or loss, (vi) to commence, prosecute or defend any action, suit or proceeding relating to the contrary notwithstanding;
b. take possession Collateral or control ofthe collection, storeenforcement or realization upon the Collateral, (vii) [reserved], (viii) to adjust and compromise any claims under insurance policies, (ix) to register, lease, operateassign, managelicense, sublicense, sell or otherwise dispose of all any patents, trademarks or service marks and (x) to use, sell, assign, transfer, pledge, make any part of the Collateral in accordance agreement with the remedies provided respect to secured parties under the Uniform Commercial Code, this Agreement or other applicable law;
c. notify otherwise deal with any or all Customers to make any Payments due to Borrower from such Customers directly to of the LenderCollateral. To facilitate direct collectionThis power of attorney, Borrower hereby appoints being coupled with an interest, is irrevocable and all legal acts by the Lender and any officer or employee of its designees pursuant thereto are hereby ratified and confirmed by the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither Neither the Lender nor any other such attorney-in-fact of its designees shall be liable for any acts of commission or omission, or nor for any error of judgment or mistake of fact or law other than acts of any such attorney-in-factactual fraud or gross negligence. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long The provisions of this subsection shall not (x) be construed as the Revolving Loan, Term Loan requiring or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to obligating the Lender or any designee to take any action authorized hereunder and any action taken or any action not taken hereunder shall not give rise to any assignee liability on the part of the Lender or its designees or to any purchaser defense, claim, counterclaim or offset in favor of the Borrower, (y) be construed to mean the Lender has assumed any of the obligations of the Borrower under any instrument or agreement as the Lender shall not be responsible in any way for the performance of the Borrower of any of the Collateral;provisions thereof, and (z) relieve the Borrower of any of its obligations hereunder or in any way limit the exercise by the Lender of any other or further rights it may have hereunder, under the other Financing Documents, by law or otherwise.
Appears in 1 contract
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. declare Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loan Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoanLoans, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default described arising out of voluntary or involuntary bankruptcy proceedings in Sections 9.1(e) or 9.1(f)which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoanLoans, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. take Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement Agreement, the Loan Documents or other applicable law;
c. notify any or all Customers . In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to make any Payments due to Borrower from such Customers directly to the Lender at a place designated by the Lender. To facilitate direct collection, Borrower hereby appoints the The Lender and any officer or employee of the Lender, as the Lender may from time shall be entitled to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose immediate possession of all mail addressed to Borrower books and take therefrom any Payments on records evidencing or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or bill of lading relating pertaining to any of the Accounts, on verifications of ▇▇▇▇unts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and Collateral. In the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code event of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any sale or other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due ▇▇ Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part disposition of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like Lender may disclaim any warranty relating to the Collateral title, possession, quiet enjoyment or to Borrower's business to the Lender or to any assignee other warranty of the Lender like, including without limitation, any warranty of merchantability or to any purchaser of any of the Collateral;fitness for a particular purpose.
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