RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct Lenders to withhold or cease making Advances under the Revolving Credit. (b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations). (c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit. (d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies): (i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or (ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or (iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or (iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or (v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate. (e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Sources: Loan and Security Agreement (Alesco Financial Inc), Loan and Security Agreement (Alesco Financial Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a an Event of Default or an Unmatured Event of Default, Agent may, in its discretion, direct and the SuperMajority Lenders shall have the right to cause Agent to, withhold or cease making Advances under the Revolving CreditCredit Facility.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and the SuperMajority Lenders shall have the right to cause Agent to, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)Facility.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following after the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect notify all Lessees of the Agent's and Lenders' security interest in the Collateral and require payment under the Leases to be made directly to Agent for the Collateralbenefit of Lenders and Agent may, in its own name or in the name of Borrower, exercise all rights of lessor under the Leases and collect, ▇▇▇ for and receive payment on all Leases, and settle, compromise and adjust the same on any terms as may be satisfactory to Agent, in its sole and absolute discretion for any reason or without reason and Agent may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Sources: Loan and Security Agreement (Fidelity Leasing Inc), Loan and Security Agreement (Resource America Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Administrative Agent on behalf of Lenders under this Agreement or the Loan DocumentsDocuments (each of which is also then exercisable by Administrative Agent), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent Lender may, in its discretion, direct Lenders to withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by AgentAdministrative Agent on behalf of Lenders), Agent may, or otherwise available at law or in its discretionequity, upon or at any time after the occurrence and during the continuance of an Event of DefaultDefault Administrative Agent on behalf of Lenders may, in its discretion, terminate the Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k7.1(i), (j) or (lk) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument).
(c) In addition to all other rights, options and remedies granted or available to Agent, Lender under this Agreement or the Loan Documents (each of which is also then exercisable by AgentAdministrative Agent on behalf of Lenders), or otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and during the continuance of an Event of Default Default, upon Administrative Agent’s request, Borrower shall establish a lockbox with Administrative Agent maythrough which Borrower and its Subsidiaries shall instruct all Account Debtors to make payment on Accounts. Borrower shall execute such agreements as Administrative Agent may require, in its discretion, direct Borrower to deliver and pledge to Agent, for establish the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Creditlockbox.
(d) In addition to all other rights, options and remedies granted or available to Agent Lender under this Agreement or the Loan Documents (each of which is also then exercisable by AgentAdministrative Agent on behalf of Lenders), Agent mayor otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and continuation of an Event of DefaultDefault (other than the rights with respect to clause (iv) below which Administrative Agent may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Administrative Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Administrative Agent at any place designated by Administrative Agent; or
(iv) The right to reduce or modify the Maximum Revolving Credit Amount or Borrowing Base Limit or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders Lender may be willing to consider making Advances under the Revolving Credit Facilityor to take additional reserves against the Revolving Credit; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders each Lender’s remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Administrative Agent on behalf of Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Administrative Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Administrative Agent shall have no obligation to clean up or prepare the Collateral for sale. If Administrative Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by AgentAdministrative Agent on behalf of Lenders. Administrative Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (RTI Biologics, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Administrative Agent on behalf of Lenders under this Agreement or the Loan DocumentsDocuments (each of which is also then exercisable by Administrative Agent at the direction of the Required Lenders), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent each Lender may, in its discretion, direct Lenders to withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by AgentAdministrative Agent on behalf of Lenders at the direction of the Required Lenders), Agent may, or otherwise available at law or in its discretionequity, upon or at any time after the occurrence and during the continuance of an Event of DefaultDefault Administrative Agent on behalf of Lenders, upon the request and at the direction of the Required Lenders, shall terminate the Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k7.1(i), (j) or (lk) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument).
(c) In addition to all other rights, options and remedies granted or available to Agent, Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by AgentAdministrative Agent on behalf of Lenders), or otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and during the continuance of an Event of Default Default, upon Administrative Agent’s request, with the approval of the Required Lenders, Borrower shall establish a lockbox with Administrative Agent maythrough which Borrower and its Subsidiaries shall instruct all Account Debtors to make payment on Accounts. Borrower shall execute such agreements as Administrative Agent may require, in its discretion, direct Borrower to deliver and pledge to Agent, for establish the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Creditlockbox.
(d) In addition to all other rights, options and remedies granted or available to Agent Lenders under this Agreement or the Loan Documents (each of which is also then exercisable exercisable, at the direction of the Required Lenders, by AgentAdministrative Agent on behalf of Lenders), Agent mayor otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and continuation of an Event of DefaultDefault (other than the rights with respect to clause (iv) below which Administrative Agent may, and upon the request of the Required Lenders shall, exercise at any time after an Event of Default and regardless of whether there is an acceleration), Administrative Agent may, and upon the request of the Required Lenders shall, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Administrative Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Administrative Agent at any place designated by Administrative Agent; or
(iv) The right to reduce or modify the Maximum Revolving Credit Amount or Borrowing Base Limit or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders Lender may be willing to consider making Advances under the Revolving Credit Facilityor to take additional reserves against the Revolving Credit; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders each Lender’s remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Administrative Agent on behalf of Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Administrative Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Administrative Agent shall have no obligation to clean up or prepare the Collateral for sale. If Administrative Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by AgentAdministrative Agent on behalf of Lenders. Administrative Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
(f) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default, Borrower shall not make any Distribution on the Preferred Stock (or any other Capital Stock of Borrower) without the prior written consent of the Required Lenders.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Rti Surgical, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. 8.3.1. The Noteholders holding greater than fifty percent (a) In addition 50%), voting together as a single class, in principal amount of the Notes may, by notice to Borrower, declare the entire unpaid principal amount of the Notes plus all interest accrued and unpaid thereon and all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders amounts payable under this Agreement or to be forthwith due and payable, whereupon the Loan DocumentsNotes, all such accrued interest and all such amounts shall become and be forthwith due and payable (unless there shall have occurred an Event of Default under sub-Sections 8.1.9, 8.1.10, or otherwise available 8.1.11, in which case all such amounts shall automatically become due and payable), without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower.
8.3.2. In the case of events of default under Section 8.1, each Noteholder may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding either for specific performance of any covenant, provision or condition contained or incorporated by reference in this Agreement or in aid of the exercise of any power granted in this Agreement.
8.3.3. In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Noteholders shall have accelerated the maturity of the Notes pursuant to sub-Section 8.3.1, each Noteholder, if owed any amount with respect to the Notes may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Subordinated Notes Documents or any instrument pursuant to which the Obligations to such Noteholder are evidenced, including to the extent permitted by applicable law by obtaining the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, by proceeding to enforce the payment thereof or any other legal or equitable right of such Noteholder. No remedy herein conferred upon any Noteholder is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, upon equity or at any time after the occurrence and during the continuance of a Default by statute or an Event of Default, Agent may, in its discretion, direct Lenders to withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations).
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence provision of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequatelaw.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Subordinated Convertible Note Purchase Agreement (Clayton Holdings Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other of the rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a an Event of Default or an Unmatured Event of Default, Agent may, in its discretion, direct Lenders to shall cease and withhold or cease making Advances under the Revolving CreditCredit Facility until it receives the prior written direction from the SuperMajority Lenders to continue to make Advances. In addition, at all times when the Collateral secures the Obligations, Agent may, and the SuperMajority Lenders shall have the right to cause Agent to request, and Borrowers shall immediately deliver to Agent upon such request, all original counterparts of each Lease other than those in possession of the Lessees.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and the SuperMajority Lenders shall have the right to cause Agent to, upon or at any time after the occurrence and during the continuance of an Event of Default, to terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)Facility.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following after the occurrence of an Event of DefaultDefault which has not been expressly waived or excused, exercise all rights under the UCC Uniform Commercial Code and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession ofpossession, send notices regarding and collect notify all Lessees of the Agent's security interest in the Collateral (at all times when the Collateral secures the Obligations) and require payment under the Leases to be made directly to Agent for the Collateralbenefit of Lenders and Agent may, in its own name or in the name of Borrower, collect, sue for and receive payment on all Leases, and settle, compromise a▇▇ adjust the same on any terms as may be satisfactory to Agent, in its sole and absolute discretion for any reason or without reason and Agent may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities Postal Authorities to redirect mail addressed to any Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, subject to the rights of the Lessees, enter any Borrower’s 's premises or location of Collateral and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and such Borrower shall not resist or interfere with such action; or
(iii) Require any Borrower at such Borrower’s expense 's expense, subject to the rights of the Lessees, to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce or modify the Maximum Revolving Credit Amount or Limit, Borrowing Base or any portion thereof or the advance rates or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit FacilityFacility or to take additional reserves in the Borrowing Base for any reason; or
(vd) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower Borrowers each hereby agrees agree that a notice received by it at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to any Borrower. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s 's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default an Event of Default, or any event which with the giving of notice or the passage of time, or both, would become an Event of Default, Agent may, in its discretion, direct Lenders, and the Majority Lenders shall have the option to instruct Agent to direct Lenders, to, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit this Agreement and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)cease making Advances hereunder.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower shall be obligated to deliver and pledge to Agent, for the ratable benefit on behalf of Agent, all Lenders and Issuing BankLenders, cash collateral in the unpaid amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence and during the continuance of an Event of Default, Default exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence and during the continuance of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan and Security Agreement (Ecc International Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Administrative Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, or any event which with the giving of notice or the passage of time, or both, would become an Event of Default, Administrative Agent may, in its 64 70 discretion, direct and the SuperMajority Lenders shall have the option (which option of the SuperMajority Lenders, as it relates to an Event of Default under Section 8.1(c) hereof, shall only be exercisable by such SuperMajority Lenders not earlier than thirty (30) days after Administrative Agent obtains actual knowledge of the occurrence of such Event of Default) to cause Administrative Agent to (in which event Administrative Agent shall), withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Administrative Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent), Administrative Agent may, in its discretion, and the SuperMajority Lenders shall have the option (which option of the SuperMajority Lenders, as it relates to an Event of Default under Section 8.1(c) hereof, shall only be exercisable by such SuperMajority Lenders not earlier than thirty (30) days after Administrative Agent obtains actual knowledge of the occurrence of such Event of Default) to cause Administrative Agent to (in which event Administrative Agent shall), upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)Credit.
(c) In addition to all other rights, options and remedies granted or available to Agent, Administrative Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent mayDefault, in its discretion, direct Borrower shall be obligated to deliver and pledge to Administrative Agent, for the ratable benefit on behalf of Agent, all Lenders and Issuing BankLenders, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Administrative Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent), Administrative Agent may, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of DefaultDefault (other than the rights with respect to clause (iv) below which Administrative Agent may exercise at any time after an Event of Default and regardless of whether there is an acceleration) (with SuperMajority Lenders entitled to direct Administrative Agent after acceleration or maturity and cessation of Advances following the occurrence of an Event of Default to commence and continue enforcement of Administrative Agent's rights in the Collateral, subject to Administrative Agent's sole but reasonable determination as to the manner, order and exact timing of such enforcement) exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Administrative Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s 's premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s 's expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Administrative Agent at any place designated by Administrative Agent; or;
(iv) The right to reduce the Maximum Revolving Credit Amount Limit or the advance rates, or to reduce the Borrowing Base or any portion thereof for the benefit of Lenders or to modify the terms and conditions upon which Administrative Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Revolving Credit Facility; or
(v) The right or to enjoin take additional reserves in the Borrowing Base for any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequatereason.
(e) Borrower hereby agrees that a notice received by it at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Administrative Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Administrative Agent’s 's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after Upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent may, in its discretion, direct Lenders to or shall, upon the direction of the Majority Lenders, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to the Administrative Agent under this Agreement or the other Loan Documents (each of which is also then exercisable by the Administrative Agent), the Administrative Agent may, in its discretion, or shall, upon or at any time after the direction of Majority Lenders, upon the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare Credit, accelerate the Obligations immediately due (other than any Obligations under any Hedge Agreement which may be accelerated only by the Lender which is a party thereto pursuant to the terms of such Hedge Agreement) and payableexercise any rights and remedies available hereunder or under any of the other Loan Documents, at law or in equity to enforce the Lenders, and the Administrative Agent’s rights and collect the obligations, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(ksubparagraphs (j), (k) or (l) of Section 8.1 above shall automatically cause an acceleration of the Obligations). Nevertheless, if at any time within sixty (60) days after acceleration of the Obligations, (i) the Borrower shall pay all accrued and unpaid interest and all payments on account of the principal Obligations, which shall have become due otherwise than by acceleration (with interest, to the extent permitted by law, on overdue interest, at the Alternate Base Rate) and all other fees or Expenses then owed hereunder and (ii) all Defaults and Events of Default (other than non-payment of principal of and accrued interest on the Advances and the Revolving Credit Notes due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.15, then the Majority Lenders, by written notice to the Borrower, may (in their absolute and sole discretion) rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Default or Event of Default or impair any right consequent thereto. The provisions of the immediately preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Lenders and are not intended in any manner or under any circumstances whatsoever to benefit the Borrower or any of the Guarantors and do not grant in any manner or under any circumstances whatsoever the Borrower or Guarantor the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after Upon the occurrence and during the continuance of an Event of Default and in addition to all other rights and remedies available to the Administrative Agent, the Borrower shall upon demand of the Administrative Agent, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the aggregate Letter of Credit Coverage Requirement, and the Borrower hereby pledges to the Administrative Agent mayand the Lenders, and grant to the Administrative Agent and the Lenders a security interest in, all such cash as security for the Obligations. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under any Letters of Credit, and the unused portion thereof after all the Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Borrower hereunder and under the Notes. After all Letters of Credit shall have expired or been fully drawn upon, all Obligations with respect thereto shall have been satisfied and all other Obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in its discretion, direct such cash collateral account shall be returned to the Borrower. The Borrower shall execute and deliver to deliver and pledge to the Administrative Agent, for the ratable benefit account of Agentthe Fronting Bank and the Lenders, all Lenders such further documents and Issuing Bank, instruments as the Administrative Agent may request to evidence the creation and perfection of the within security interest in such cash collateral account. Except as expressly provided above in the amount of all outstanding Letters of Credit.
(d) In addition to this Section, presentment, demand, protest and all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that kind are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the likeexpressly waived.
Appears in 1 contract
Sources: Loan Agreement (CSS Industries Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct Lenders, and the Majority Lenders shall have the option to instruct Agent to direct Lenders, to, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, or at the written direction of Majority Lenders shall, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations (other than Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k8.1(i),(j) or (lk) shall automatically cause an acceleration of the ObligationsObligations (other than Obligations arising under an Interest Hedging Instrument)).
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, or at the written direction of Majority Lenders shall, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, or at the written direction of Majority Lenders shall, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s 's premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s 's expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby authorizes Agent, as secured party, to make any necessary filings under Rule 144 of the Securities Act in order to sell the Pledged Securities upon an Event of Default.
(f) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s 's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after Upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent may, in its discretion, direct Lenders to or shall, upon the direction of the Majority Lenders, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to the Administrative Agent under this Agreement or the other Loan Documents (each of which is also then exercisable by the Administrative Agent), the Administrative Agent may, in its discretion, or shall, upon or at any time after the direction of Majority Lenders, upon the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare Credit, accelerate the Obligations immediately due and payableexercise any rights and remedies available hereunder or under any of the other Loan Documents, at law or in equity to enforce the Lenders' and the Administrative Agent's rights and collect the Obligations, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(ksubparagraphs (j), (k) or (l) of Section 8.1 above shall automatically cause an acceleration of the Obligations). Nevertheless, if at any time within sixty (60) days after acceleration of the Obligations, (i) the Borrower shall pay all accrued and unpaid interest and all payments on account of the principal Obligations, which shall have become due otherwise than by acceleration (with interest, to the extent permitted by law, on overdue interest, at the Alternate Base Rate) and all other fees or Expenses then owed hereunder and (ii) all Defaults and Events of Default (other than non-payment of principal of and accrued interest on the Advances and the Restated Revolving Credit Notes due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.15, then the Super Majority Lenders, by written notice to the Borrower, may (in their absolute and sole discretion) rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Default or Event of Default or impair any right consequent thereto. The provisions of the immediately preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Lenders and are not intended in any manner or under any circumstances whatsoever to benefit the Borrower or any of the Guarantors and do not grant in any manner or under any circumstances whatsoever the Borrower or any of the Guarantors the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after Upon the occurrence and during the continuance of an Event of Default Agent mayand in addition to all other rights and remedies available to the Administrative Agent, in its discretionthe Borrower shall, direct Borrower upon demand of the Administrative Agent, be obligated to deliver and pledge to the Administrative Agent, for the ratable benefit on behalf of Agent, all Lenders and Issuing BankLenders, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan Agreement (CSS Industries Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default or Potential Default, Agent may, in its discretion, direct Lenders, and the Majority Lenders shall have the option to instruct Agent to direct Lenders to, withhold or cease making Advances or issuing Letters of Credit under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, Agent may, in its discretion, and shall upon the instruction of the Majority Lenders, terminate the Revolving Credit and declare the Obligations immediately due and payable, thereupon all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any obligations of the events or conditions set forth in Sections 8.1(j),(k) or (l) Lenders to make Advances under the Revolving Credit shall automatically cause an acceleration of the Obligations)immediately terminate.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent mayDefault, Borrowers shall be obligated to deliver to Agent, on behalf of all Lenders, the proceeds of Collateral.
(d) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default, Borrowers shall, at Agent's request (in its discretion, direct Borrower to discretion or at the instruction of the Majority Lenders) deliver and pledge to Agent, for on behalf of all Lenders, collateral (consisting of cash or U.S. Government Securities) in an aggregate fair market value equal to the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the aggregate face amount of all outstanding Letters of Credit.
(de) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence and during the continuance of an Event of Default, Agent may, and shall upon the instruction of the Majority Lenders, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to any Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter any Borrower’s 's premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (ef) below, without any liability for rent, storage, utilities or other sums, and no Borrower shall not resist or interfere with such action; or
(iii) Require Borrower Borrowers at Borrower’s Borrowers' expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan and Security Agreement (Telespectrum Worldwide Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan DocumentsDocuments (each of which is also then exercisable by Agent), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct and the Majority Lenders shall have the right to cause Agent to, (by written notice to Agent) to withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and the Majority Lenders shall have the right to cause Agent (by written notice to Agent), upon or at any time after the occurrence and during the continuance of an Event of Default, Default to terminate the Revolving Credit and to declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations).
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent mayDefault, in its discretion, direct Borrower Borrowers shall be obligated to deliver and pledge to Agent, for the ratable benefit on behalf of Agent, all Lenders and Issuing BankLenders, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, or at the direction of Majority Lenders, shall, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of DefaultDefault (other than the rights with respect to clause (iv) below which Agent may exercise at any time after an Event of Default and regardless of whether there is an acceleration), exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with th judicial assistance, enter any Borrower’s 's premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and such Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct Lenders to withhold or cease making Advances under the Revolving CreditTerm Loan Facility.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit Term Loan Facility and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations).
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection sub-Section (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders Lender under this Agreement or the Loan DocumentsDocuments (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent Lender may, in its discretion, direct Lenders to withhold or cease making Advances under the Revolving CreditCredit or modify the terms of the Borrowing Base.
(b) b. In addition to all other rights, options and remedies granted or available to Agent Lender under this Agreement or the Loan Documents (each of which is also then exercisable by AgentLender), Agent may, or otherwise available at law or in its discretionequity, upon or at any time after the occurrence and during the continuance of an Event of DefaultDefault Lender may, in its discretion, terminate the Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument)).
(c) c. In addition to all other rights, options and remedies granted or available to AgentLender, under this Agreement or the Loan Documents (each of which is also then exercisable by AgentLender), upon or at any time after the occurrence and during the continuance of an Event of Default Agent mayDefault, in its discretion, direct Borrower shall be obligated to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing BankLender, cash collateral in the amount of all outstanding Letters of Credit.
(d) d. In addition to all other rights, options and remedies granted or available to Agent Lender under this Agreement or the Loan Documents (each of which is also then exercisable by AgentLender), Agent mayor otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of DefaultDefault (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) i. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by AgentLender); or
(ii) . By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) . Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Agent Lender at any place designated by AgentLender; or
(iv) . The right to reduce or modify the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders Lender may be willing to consider making Advances under the Revolving Credit Facilityor to take additional reserves against the Revolving Credit; or
(v) v. The right to enjoin any violation of Section 7.1, it being agreed that Lenders Lender’s remedies at law are inadequate.
(e) e. Borrower hereby agrees that a notice received by it at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to AgentLender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent Lender shall have no obligation to clean up or prepare the Collateral for sale. If Agent Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by AgentLender. Agent Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan and Security Agreement (KeyStone Solutions, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Co-Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a an Event of Default or an Unmatured Event of Default, Agent may, in its discretion, direct and the SuperMajority Lenders or Co-Agent shall have the right to cause Agent to, withhold or cease making Advances under the Revolving CreditCredit Facility.
(b) In addition to all other rights, options and remedies granted or available to Agent and Co-Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and Co-Agent or the SuperMajority Lenders shall have the right to cause Agent to, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)Facility.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following after the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect notify all Lessees of the Agent's, Co-Agent's and Lenders' security interest in the Collateral and require payment under the Leases to be made directly to Agent for the Collateralbenefit of Lenders and Agent may, in its own name or in the name of Borrower, exercise all rights of lessor under the Leases and collect, sue for and receive payment on all L▇▇▇es, and settle, compromise and adjust the same on any terms as may be satisfactory to Agent and Co-Agent, in their sole and absolute discretion for any reason or without reason and Agent may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan DocumentsDocuments (each of which is also then exercisable by Agent), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct and Majority Lenders shall have the right to cause Agent to, (by written notice to Agent) to withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and the Majority Lenders shall have the right to cause Agent (by written notice to Agent), upon or at any time after the occurrence and during the continuance of an Event of Default, Default to terminate the Revolving Credit and to declare the Loan Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k7.1(j),(k) or (l) shall automatically cause an acceleration of the Loan Obligations).
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent mayDefault, in its discretion, direct Borrower Borrowers shall be obligated to deliver and pledge to Agent, for the ratable benefit on behalf of Agent, all Lenders and Issuing BankLenders, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, or at the direction of Majority Lenders, shall, upon or at any time following the occurrence of after an Event of Default, exercise all rights under the UCC and any other applicable law Default reduce or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce modify the Maximum Revolving Credit Amount or Amount, Borrowing Base or any portion thereof or the advance rates or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Revolving Credit Facility; or
(v) The right or to enjoin take additional reserves in the Borrowing Base for any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequatereason.
(e) Borrower hereby agrees that a notice received by it at least seven In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (7) days before the time each of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received also then exercisable by Agent. ) Agent may, in connection with any sale or at the direction of Majority Lenders shall, issue directions to Collateral Agent under the Collateral specifically disclaim any warranties of title or the likeAgency Agreement.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a an Event of Default or an Unmatured Event of Default, Agent may, in its discretion, direct and the SuperMajority Lenders shall have the right to cause Agent to, withhold or cease making Advances under the Revolving CreditCredit Facility.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and the SuperMajority Lenders shall have the right to cause Agent to, upon or at any time after the occurrence and during the continuance of an Event of Default, to terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)Facility.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, and the SuperMajority Lenders shall have the right to cause Agent to, upon or at any time following after the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect notify all Lessees of the Agent's and Lenders' security interest in the Collateral and require payment under the Leases to be made directly to Agent for the Collateralbenefit of Lenders and Agent may, in its own name or in the name of a Borrower(s), exercise all rights of lessor under the Leases and collect, ▇▇▇ for and receive payment on all Leases, and settle, compromise and adjust the same on any terms as may be satisfactory to Agent, in its sole and absolute discretion for any reason or without reason and Agent may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, or either of them, to an address designated by Agent); or
(ii) By its own means or with judicial assistance, subject to the rights of the Lessees, enter Borrower’s Borrowers' premises or location of Collateral and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower Borrowers shall not resist or interfere with such action; or
(iii) Require Borrower Borrowers at Borrower’s expense Borrowers' expense, subject to the rights of the Lessees, to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount Limit, either or both Borrowing Base Bases or any portions thereof or the advance rates or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right Facility or to enjoin take additional reserves in the Borrowing Bases for any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequatereason.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan and Security Agreement (Capital Associates Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after Upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent may, in its discretion, direct Lenders to or shall, upon the direction of the Majority Lenders, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to the Administrative Agent under this Agreement or the other Loan Documents (each of which is also then exercisable by the Administrative Agent), the Administrative Agent may, in its discretion, or shall, upon or at any time after the direction of Majority Lenders, upon the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare Credit, accelerate the Obligations immediately due (other than any Obligations under any Hedge Agreement which may be accelerated only by the Lender which is a party thereto pursuant to the terms of such Hedge Agreement) and payableexercise any rights and remedies available hereunder or under any of the other Loan Documents, at law or in equity to enforce the Lenders, and the Administrative Agent's rights and collect the obligations, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(ksubparagraphs (j), (k) or (l1) of Section 8.1 above shall automatically cause an acceleration of the Obligations). Nevertheless, if at any time within sixty (60) days after acceleration of the Obligations, (i) the Borrower shall pay all accrued and unpaid interest and all payments on account of the principal Obligations, which shall have become due otherwise than by acceleration (with interest, to the extent permitted by law, on overdue interest, at the Alternate Base Rate) and all other fees or Expenses then owed hereunder and (ii) all Defaults and Events of Default (other than non-payment of principal of and accrued interest on the Advances and the Revolving Credit Notes due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.15, then the Majority Lenders, by written notice to the Borrower, may (in their absolute and sole discretion) rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Default or Event of Default or impair any right consequent thereto. The provisions of the immediately preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Lenders and are not intended in any manner or under any circumstances whatsoever to benefit the Borrower or any of the Guarantors and do not grant in any manner or under any circumstances whatsoever the Borrower or any of the Guarantors the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after Upon the occurrence and during the continuance of an Event of Default Agent mayand in addition to all other rights and remedies available to the Administrative Agent, in its discretionthe Borrower shall, direct Borrower upon demand of the Administrative Agent, be obligated to deliver and pledge to the Administrative Agent, for the ratable benefit on behalf of Agent, all Lenders and Issuing BankLenders, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan Agreement (CSS Industries Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct Lenders, and the Majority Lenders shall have the option to instruct Agent to direct Lenders, to, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, or at the written direction of Majority Lenders shall, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations (other than Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k8.1(i),(j) or (lk) shall automatically cause an acceleration of the ObligationsObligations (other than Obligations arising under an Interest Hedging Instrument)).
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may, in its discretion, or at the written direction of Majority Lenders shall, direct Borrower to deliver and pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, or at the written direction of Majority Lenders shall, upon or at any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit FacilityRevolving Credit; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders Lenders’ remedies at law are inadequate.
(e) Borrower hereby authorizes Agent, as secured party, to make any necessary filings under Rule 144 of the Securities Act in order to sell the Pledged Securities upon an Event of Default.
(f) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan and Security Agreement (Resource America, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank Agent or Lenders under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default an Event of Default, or any event which with the giving of notice or the passage of time, or both, would become an Event of Default, Agent may, in its discretion, direct Lenders, and the Majority Lenders shall have the option to instruct Agent to direct Lenders, to, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations)Credit.
(c) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent mayBorrowers shall be obligated to deliver to Agent, on behalf of all Lenders, the proceeds of Collateral.
(d) In addition to all other rights, options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default, Borrowers shall, at Agent's request (in its discretion), direct Borrower to deliver and pledge to Agent, for on behalf of all Lenders, collateral (consisting of cash or U.S. Government Securities) in an aggregate fair market value equal to the ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the aggregate face amount of all outstanding Letters of Credit.
(de) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence and during the continuance of an Event of Default, Default exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to any Borrower to an address designated by Agent); or
(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or
(iv) The right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate.
(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Sources: Loan and Security Agreement (Telespectrum Worldwide Inc)