Rights on Event of Default. 7.1.1. Upon the occurrence of any Event of Default, the Bank shall have the right, upon notice to the Company, (except that upon the occurrence of an Event of Default under Section 8(h) or 8(i) of the Loan Agreement, no notice shall be required) to declare the Obligations immediately due and payable and may, without demand of performance or other demand, advertisement or notice of any kind to or upon the Company or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived), forthwith exercise such rights and remedies as are provided by the UCC and such other rights and remedies in respect thereof as it may have at law or in equity or under any of the Loan Documents, including without limitation the right to enter any premises where any of the Collateral is located and take - 9 - 105 possession of the same without demand or notice and without prior judicial hearing or legal proceedings, which the Company hereby expressly waives, and to sell all or any portion of the Collateral at public or private sale, without prior notice to the Company except as otherwise required by law (and, if notice is required by law, after 10 days prior written notice), at such place or places and at such time or times and in such manner and upon such terms, whether for cash or on credit, as the Bank in its sole discretion may determine. Upon any such sale of any of the Collateral, the Bank may purchase all or any of the Collateral being sold, free from any equity or right of redemption. The Bank shall apply the proceeds of any such sale as provided in Section 6. If such proceeds are insufficient to pay the amounts required by law, the Company shall be liable for any deficiency in the amount so realized from the Collateral. 7.1.2. The Company shall promptly pay or reimburse all costs and expenses of the Bank and any participating Persons, as such Persons are contemplated by Section 9 of the Loan Agreement, including, but not limited to, attorneys' fees, incurred with respect to the enforcement or preservation of any of the Bank's rights hereunder. 7.1.3. Except as otherwise provided in this Agreement, the Company hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. 7.1.4. The Bank shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, in compliance with any applicable law. The Company hereby waives any claims against the Bank arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Bank accepts the first offer received and does not offer any Collateral to more than one offeree, provided that the Bank has acted in a commercially reasonable manner in conducting such private sale. 7.1.5. Upon any sale of all or any part of any Collateral made either under the power of sale given hereunder or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Agreement, the Bank is hereby irrevocably appointed the true and lawful attorney of the Company, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment, and transfer or conveyance of the property thus sold. For that purpose, the Bank may execute all such documents and instruments. This power of attorney shall be deemed coupled with an interest, and the Company hereby ratifies and confirms all that its said attorney, or its substitute or substitutes, shall lawfully do by virtue of this Agreement. If so requested by the Bank or by any purchaser of the Collateral or a portion thereof, the Company shall further ratify and confirm any such sale or transfer by executing and delivering to the Bank or to such purchaser or purchasers at the Company's expense all reasonable and proper deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be designated in any such request. 7.1.6. When authorized in accordance with this Section 7.1, the Bank may proceed to realize upon the security interest in the Collateral against any one or more of the types 1. The Bank shall not be required to realize upon any one type of Collateral before proceeding to realize upon the security interest granted in any other type of Collateral. The proceeds of any sale of, or other realization upon, or other receipt from, all or any Collateral shall be applied by the Bank in the manner set forth in Section 6 hereof.
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Rights on Event of Default. 7.1.1. Upon the occurrence of any Event of Default, the Bank shall have the right, upon notice to the Company, (except that upon the occurrence of an Event of Default under Section 8(h) or 8(i) of the Loan Agreement, no notice shall be required) to declare the Obligations immediately due and payable and may, without demand of performance or other demand, advertisement or notice of any kind to or upon the Company or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived), forthwith exercise such rights and remedies as are provided by the UCC and such other rights and remedies in respect thereof as it may have at law or in equity or under any of the Loan Documents, including without limitation the right to enter any premises where any of the Collateral is located and take - 9 - 105 possession of the same without demand or notice and without prior judicial hearing or legal proceedings, which the Company hereby expressly waives, and to sell all or any portion of the Collateral at public or private sale, without prior notice to the Company except as otherwise required by law (and, if notice is required by law, after 10 days prior written notice), at such place or places and at such time or times and in such manner and upon such terms, whether for cash or on credit, as the Bank in its sole discretion may determine. Upon any such sale of any of the Collateral, the Bank may purchase all or any of the Collateral being sold, free from any equity or right of redemption. The Bank shall apply the proceeds of any such sale as provided in Section 6. If such proceeds are insufficient to pay the amounts required by law, the Company shall be liable for any deficiency in the amount so realized from the Collateral.in
7.1.2. The Company shall promptly pay or reimburse all costs and expenses of the Bank and any participating Persons, as such Persons are contemplated by Section 9 of the Loan Agreement, including, but not limited to, attorneys' fees, incurred with respect to the enforcement or preservation of any of the Bank's rights hereunder.
7.1.3. Except as otherwise provided in this Agreement, the Company hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.
7.1.4. The Bank shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, in compliance with any applicable law. The Company hereby waives any claims against the Bank arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Bank accepts the first offer received and does not offer any Collateral to more than one offeree, provided that the Bank has acted in a commercially reasonable manner in conducting such private sale.
7.1.5. Upon any sale of all or any part of any Collateral made either under the power of sale given hereunder or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Agreement, the Bank is hereby irrevocably appointed the true and lawful attorney of the Company, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment, and transfer or conveyance of the property thus sold. For that purpose, the Bank may execute all such documents and instruments. This power of attorney shall be deemed coupled with an interest, and the Company hereby ratifies and confirms all that its said attorney, or its substitute or substitutes, shall lawfully do by virtue of this Agreement. If so requested by the Bank or by any purchaser of the Collateral or a portion thereof, the Company shall further ratify and confirm any such sale or transfer by executing and delivering to the Bank or to such purchaser or purchasers at the Company's expense all reasonable and proper deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be designated in any such request.
7.1.6. When authorized in accordance with this Section 7.1, the Bank may proceed to realize upon the security interest in the Collateral against any one or more of the typestypes of Collateral, at any one time or from time to time, as the Bank shall determine in its sole discretion, subject to the provisions of this Section 7.
1. The Bank shall not be required to realize upon any one type of Collateral before proceeding to realize upon the security interest granted in any other type of Collateral. The proceeds of any sale of, or other realization upon, or other receipt from, all or any Collateral shall be applied by the Bank in the manner set forth in Section 6 hereof.
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