Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender may have under this Agreement and under applicable laws or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Sources: Loan Agreement (Palm Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawLaws, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantors may be applied by Lender, Secured Party without notice to the Grantors, Grantors to the Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at Lender’s Secured Party's request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may reasonably designate, whether at the premises of such Grantor Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable saleable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by -11- 116 applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Borrower, as agent for Grantors and each of them, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Borrower, at least ten (10) days before the date of the sale. Each Grantor other than the Borrower hereby irrevocably appoints the Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to the Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon Subject to Gaming Laws, upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantors may be applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at Lender’s Secured Party's request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places which Lender Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such Grantor or elsewhereitems is unlawful), and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of Lender’s Secured Party's taking possession of the such Collateral or storing the same or removing or putting the such Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable laws, Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorney costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. After all the Secured Obligations have been indefeasibly paid, the balance after such sale, disposition, collection or liquidation of the collateral shall immediately be reassigned and redelivered to the applicable Grantor or to the Person or Persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, upon the Grantors shall be appointment of the Collateral Agent as set forth herein and in default hereunder andthe Purchase Agreement, subject to applicable law, Lender the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition subject to the following rights and remediesconsent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to all of the Grantors except such notice as Collateral, and/or may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker’s board, in lot board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be commercially reasonableassumption of any credit risk; (ivb) to notify obligors on shall have the Collateral that the Collateral has been assigned to Lender and that all payments thereonright upon any such public sale or sales, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesand, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documentsreleased; and (xiic) to removeshall apply the net proceeds of any such collection, from recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and Lender only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor sale or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession other disposition of the Collateral or storing are insufficient to pay the same or removing or putting Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral in salable form or selling or disposing of the sameAgent to collect such deficiency.
Appears in 1 contract
Sources: Security Agreement (BeesFree, Inc.)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors Grantor shall be in default hereunder and, subject to applicable law, Lender and the Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender the Agent on behalf of Secured Party may have under this Agreement and under applicable laws or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors Grantor except such notice as may be specifically required by applicable law: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Agent for the benefit of Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lenderthe Agent for the account of Secured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender the Agent reasonably deems appropriate and is commercially reasonable; (viig) to settle, compromise or release, on terms acceptable to Lenderthe Managing Agents, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor Agent for the benefit of LenderSecured Party or in the name of Grantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender the Managing Agents to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Lenders which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Agent or any of the Grantors, Grantor may be applied by Lenderthe Agent, without notice to the GrantorsGrantor, to the Obligations in such order and manner as Lender the Managing Agents in their sole discretion shall determine; (xj) to insure, protect and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiil) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender the Agent may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender the Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by Lenderthe Agent. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s the Agent's request, assemble the Collateral and make it available to Lender the Agent at places which Lender the Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lenderthe Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. Nothing herein contained shall be construed to give the Agent, the Managing Agents or the Lenders or any purchaser of the Collateral the right to operate any of the Stations without the prior consent of the FCC, to the extent required by law or the terms of any Media License.
Appears in 1 contract
Sources: Guarantor Security Agreement (Univision Communications Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors Secured Party shall be in default hereunder and, subject to applicable law, Lender shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender which Secured Party may have under applicable law or in equity or under this Agreement and under applicable laws or in equity(including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawliability of Grantor hereunder or the enforceability of the security interests created hereby: (ia) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (iv) to d)to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (v) to e)to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to f)to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, may Grantor shall be applied by Lender, Secured Party without notice to the Grantors, Grantor to the Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided rights under any of the Loan Documents; and (xiil) to remove, remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities supplies and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m)to receive, open and Lender shall be deemed dispose of all mail addressed to have a rent-free tenancy Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n)to exercise all other rights, powers and remedies of any premises an owner of the Grantors for such purposes Collateral; all at Secured Party's sole option and for such periods of time as reasonably required by LenderSecured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s Secured Party's request, assemble the all Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, Secured Party all premises, equipment premises and facilities of such Grantor for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameform.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction California and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawSecured Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property Property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantor may be applied by Lender, Secured Party without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; PROVIDED that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s Secured Party's request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may reasonably designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof), the 13% Secured Notes, the 13% Secured Notes Indenture or under applicable laws or in equityany other Note Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors Grantor (except such to the extent notice as may is otherwise required to be specifically required by applicable law: given pursuant to the fourth paragraph this Section 10) and without affecting the Obligations of the Grantor hereunder or under any other Note Document, the 13% Secured Notes or the 13% Secured Notes Indenture or the enforceability of the Liens and security interests created hereby:
(ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; ;
(iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; ;
(iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; acceptable to Collateral Agent;
(ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to Lender; Collateral Agent;
(ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; ;
(vif) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner;
(g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; Collateral;
(viih) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; ;
(viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the applicable Grantor for name of the benefit of Lender; Grantor;
(ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Collateral Agent or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and each the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each the Grantor waives, waives to the extent permitted by applicable lawLaw, any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Collateral Agent or any of the Grantors, Grantor may be applied by Lender, Collateral Agent without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Collateral Agent in their its sole discretion shall determine; ;
(xk) to insure, protect process and preserve the Collateral; ;
(xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Note Documents; and ;
(xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Collateral Agent may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by the Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent;
(n) to receive, open and dispose of all mail addressed to the Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to the Grantor such mail as does not relate to the Collateral; and
(o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each The Grantor will, at LenderCollateral Agent’s written request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Collateral Agent at places which Lender Collateral Agent may designate, whether at the premises of such the Grantor or elsewhereelsewhere (provided, however, that the Grantor shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of such the Grantor for the purpose of LenderCollateral Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at the Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of the Gaming Authority, Collateral Agent may also request, in connection therewith, the Gaming Authority to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Collateral Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and the Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like; and thereafter pro rata to the satisfaction of the Secured Obligations (i) as among the Noteholders, pursuant to Section 6.06 of the Indenture and (ii) as among the 13% Secured Notes Secured Parties, as set forth in the 13% Secured Notes Indenture. In making the determination and allocations required by this Section 10, the Collateral Agent may conclusively rely upon information supplied by the 13% Secured Notes Secured Parties or the trustee for the 13% Secured Notes as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 13% Secured Notes Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. All distributions made by the Collateral Agent pursuant to this Section 10 shall be final, and the Collateral Agent shall have no duty to inquire as to the application by the 13% Secured Notes Secured Parties or trustee for the 13% Secured Notes of any amounts distributed to the 13% Secured Notes Secured Parties. The Grantor and any other Person then obligated therefor shall pay to Collateral Agent on written demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to the Grantor, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Grantor at its addresses designated below, at least ten days before the date of the sale, the Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations extent as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, the Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then
(a) the sale shall be deemed to be commercially reasonable in all respects,
(b) the Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and
(c) Collateral Agent shall not incur any liability or responsibility to the Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of the Grantor or any other Person, and the Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Security Agreement (MGM Mirage)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors Secured Party shall be in default hereunder and, subject to applicable law, Lender shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender which Secured Party may have under applicable law or in equity or under this Agreement and under applicable laws or in equity(including, without limitation, all rights set forth in Section 6 hereof) or under any other Loan Document, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawliability of Grantor hereunder or the enforceability of the security interests created hereby: (ia) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, may Grantor shall be applied by Lender, Secured Party without notice to the Grantors, Grantor to the Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided rights under any of the Loan Documents; and (xiil) to remove, remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities supplies and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) to receive, open and Lender shall be deemed dispose of all mail addressed to have a rent-free tenancy Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of any premises an owner of the Grantors for such purposes Collateral; all at Secured Party's sole option and for such periods of time as reasonably required by LenderSecured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s Secured Party's request, assemble the all Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, Secured Party all premises, equipment premises and facilities of such Grantor for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameform.
Appears in 1 contract
Rights Upon Event of Default. Upon 6.1 Subject to the rights of the Senior Lenders, including but not limited to as set forth in Section 17.1 below, upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition the following rights and remediesCollateral Agent, on behalf of the Investors, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to all of the Grantors except such notice as Collateral, and/or may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker’s board, in lot board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk. The Collateral Agent, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account behalf of the Collateral; (vi) Investors, shall have the right upon any such public sale or sales, and, to enter into the extent permitted by law, upon any extensionsuch private sale or sales, reorganization, disposition, merger or consolidation agreement, to purchase all or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control part of the Collateral and/or accept other property so sold, free of any right or equity of redemption in exchange for the Grantors, which right or equity is hereby waived or released. The Collateral Agent, on behalf of the Investors, shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any of the Collateral as Lender reasonably deems appropriate or in any way relating to the Collateral or the rights of the Investors under this Agreement (including, without limitation, reasonable attorneys’ fees and is commercially reasonable; (viiexpenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Obligations, any amounts owing on and only after such application and after the payment by the Collateral and/or Agent of any disputes with respect thereto; (viii) to extend the time other amount required by any provision of paymentlaw, make allowances and adjustments and issue credits in connection with need the Collateral in the name of the applicable Grantor Agent account for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bringsurplus, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesif any, to the Grantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands they may acquire against the Collateral Agent arising out of the exercise by the Collateral Agent of any right to receive of its rights hereunder. If any notice of any public or private judicial or nonjudicial a proposed sale or foreclosure other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantors shall remain liable for any deficiency if the proceeds of any security or any of the Collateral, and any money sale or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or are insufficient to properly administer pay the Obligations and control the handling of collections reasonable fees and realizations thereon, and Lender shall be deemed to have a rent-free tenancy disbursements of any premises of the Grantors for such purposes and for such periods of time as reasonably required attorneys employed by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available Agent to Lender at places which Lender may designate, whether at the premises of collect such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the samedeficiency.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawlaws, Lender the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Bank may have under applicable law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under applicable laws or in equitythe Loan Agreement, all rights and remedies of a secured party the Bank under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: (ia) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to the Bank; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Bank and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to Lenderthe Bank; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of the Bank, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to Lenderthe Bank, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for Bank or in the benefit name of Lenderany Grantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself the Bank or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Bank which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender the Bank in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender the Bank or any of the Grantors, Grantors may be applied by Lender, the Bank without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender the Bank in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.sole
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawlaws, Lender the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Bank may have under applicable law or in equity or under this Agreement and (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under applicable laws or in equitythe Loan Agreement, all rights and remedies of a secured party the Bank under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawobligations of Grantor hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: (ia) to foreclose the Liens liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiib) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to the Bank; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (vc) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vid) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ixe) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself the Bank or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Bank which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender the Bank in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender the Bank or any of the Grantors, Grantor may be applied by Lender, the Bank without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender the Bank in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to removereceive, from any premises where open and dispose of all mail addressed to Grantor and notify postal authorities to change the same address for delivery thereof to such address as the Bank may be located, designate; PROVIDED that the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating Bank agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and Lender may, remedies of an owner of the Collateral; all at the cost Bank's sole option and expense of as the Grantors, use such of Bank in its supplies, equipment, facilities and space at its places of business as sole discretion may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the samedeem advisable.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction where any Collateral may be located, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable lawGrantor and without affecting the Obligations of the Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to the Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to Lenderthe Secured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to Lenderthe Secured Party, in whole or in part, any amounts owing on the Collateral and/or any 166 disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for Secured Party or in the benefit name of Lenderthe Grantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself the Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by the Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesthe Grantor, to the fullest extent permitted by applicable lawLaw, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender the Secured Party in exchange for or on on-account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action action, taken by Lender the Secured Party or any of the Grantors, Grantor may be applied by Lender, the Secured Party without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender the Secured Party in their its sole discretion shall determine; (xj) to insure, protect and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii1) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender the Secured Party, may, at the cost and expense of the GrantorsGrantor, use such of its the Grantor's supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender the Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by Lenderthe Secured Party; (m) to receive, open and dispose of all mail addressed to the Grantor and notify postal authorities to change the address for delivery thereof to such address as the Secured Party may designate; provided that the Secured Party agrees that it will promptly deliver over to the Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies, of an owner of the Collateral; all at the Secured Party's sole option and as the Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each The Grantor will, at Lender’s the Secured Party's request, assemble the Collateral and make it available to Lender the Secured Party at places which Lender the Secured Party may designate, whether at the premises of such the Grantor or elsewhere, and will make available to Lenderthe Secured Party, free of cost, all premises, equipment and facilities of such the Grantor for the purpose of Lender’s the Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, the Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and the Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of the Secured Party, or at the Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and the Grantor expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable Law, the Secured Party or any person on the Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and, subject to the Loan Agreement, then to the satisfaction of the Secured Obligations in such order as shall be determined by the Secured Party in its sole and absolute discretion. The Grantor and any other Person then obligated therefor shall pay to the Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send or otherwise make available to the Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The Grantor expressly agrees that the requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Grantor, at least five (5) days before the date of the sale. The Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, the Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, the Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to 168 the distribution or resale thereof. In the event that any such Collateral is sold at private sale, the Grantor agrees that if such Collateral is sold for a price which the Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) the Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) the Secured Party shall not incur any liability or responsibility to the Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by the Secured Party of any such Collateral for an amount substantially less than, a pro rata share of the fair market value of the issuers assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of the Grantor or any other Person, and the Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, the Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by the Secured Party, and any Collateral so sold may be retained by the Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. The Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantor may be applied by Lender, Secured Party without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderSecured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderSecured Party’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Indiana Gaming Commission to petition a District Court of the State of Indiana for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting and liquidating the Collateral, and the like; and then to the satisfaction of the Secured Obligations, with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawLaws, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and under applicable laws or (including, without limitation, all rights set forth in equity, Section 6 hereof) all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Secured Obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantors may be applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan DocumentsCredit Agreement or the Note Agreement; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at LenderSecured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may reasonably designate, whether at the premises of such Grantor Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of LenderSecured Party’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to WD-40, as agent for Grantors and each of them, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to WD-40 at its address set forth in the Credit Agreement, or delivered or otherwise sent to WD-40, at least five (5) days before the date of the sale. Each Grantor other than WD-40 hereby irrevocably appoints WD-40 as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to WD-40. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Wd 40 Co)
Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition subject to the following rights and remediesconsent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to all of the Grantors except such notice as Collateral, and/or may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker’s board, in lot board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be commercially reasonableassumption of any credit risk; (ivb) to notify obligors on shall have the Collateral that the Collateral has been assigned to Lender and that all payments thereonright upon any such public sale or sales, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesand, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documentsreleased; and (xiic) to removeshall apply the net proceeds of any such collection, from recov- ery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and Lender only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor sale or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession other disposition of the Collateral or storing are insufficient to pay the same or removing or putting Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral in salable form or selling or disposing of the sameAgent to collect such deficiency.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Administrative Agent may have under applicable law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code UCC as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Administrative Agent; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Administrative Agent and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderAdministrative Agent; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Administrative Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderAdministrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Administrative Agent or in the applicable Grantor for the benefit name of LenderGrantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Administrative Agent or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Administrative Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Administrative Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Administrative Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Administrative Agent or any of the Grantors, Grantor may be applied by Lender, Administrative Agent without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Administrative Agent in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiil) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Administrative Agent may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Administrative Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderAdministrative Agent; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantor such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderAdministrative Agent’s request, assemble the Collateral and make it available to Lender Administrative Agent at places which Lender Administrative Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderAdministrative Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderAdministrative Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Administrative Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. Administrative Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Administrative Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Administrative Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Administrative Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Credit Agreement (Masimo Corp)
Rights Upon Event of Default. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent may have under applicable law or in equity or under this Agreement and (including all rights set forth in Section 6 hereof) or under applicable laws or in equitythe Indenture, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under the Indenture, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Collateral Agent; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderCollateral Agent; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the applicable Grantor for the benefit name of LenderGrantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Collateral Agent or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Collateral Agent or any of the Grantors, Grantor may be applied by Lender, Collateral Agent without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Collateral Agent in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan DocumentsIndenture; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Collateral Agent may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderCollateral Agent’s request, assemble the Collateral and make it available to Lender Collateral Agent at places which Lender Collateral Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderCollateral Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Subject to the sameterms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s places of business, or at any other place permitted by applicable law, and without the necessity of the Collateral’s being within the view of prospective purchasers. The Collateral Agent may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. Subject to the terms of the Intercreditor Agreement, the net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Subject to the terms of the Intercreditor Agreement, Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Indenture, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, Collateral Agent may subject to the terms of the Intercreditor Agreement, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the UCC. Without limiting the foregoing but subject to the terms of the Intercreditor Agreement, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Second Lien Notes Security Agreement (Hard Rock Hotel Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, Default under the Grantors shall be in default hereunder andAmended and Restated Credit Agreement, subject to compliance with the requirements of any applicable lawGaming Laws and Liquor Laws, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral Collateral, and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, may be Grantors maybe applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at LenderSecured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places which Lender Secured Party may designatereasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such Grantor or elsewhereitems is unlawful), and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of LenderSecured Party’s taking possession of the such Collateral or storing the same or removing or putting the such Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Administrative Agent may have under applicable law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code UCC as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Administrative Agent; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Administrative Agent and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderAdministrative Agent; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Administrative Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderAdministrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Administrative Agent or in the applicable Grantor for the benefit name of LenderGrantors; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Administrative Agent or in the name of the applicable GrantorGrantors, any and all steps, actions, suits or proceedings deemed by Administrative Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Administrative Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Administrative Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Administrative Agent or any of the Grantors, Grantors may be applied by Lender, Administrative Agent without notice to the Grantors, to the Secured Obligations in such order and manner as Lender Administrative Agent in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiil) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Administrative Agent may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Administrative Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by LenderAdministrative Agent; (m) to receive, open and dispose of all mail addressed to Grantors, or any of them, and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at LenderAdministrative Agent’s request, assemble the Collateral and make it available to Lender Administrative Agent at places which Lender Administrative Agent may designate, whether at the premises of such Grantor Grantors or elsewhere, and will make available to LenderAdministrative Agent, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of LenderAdministrative Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Administrative Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at any Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. Administrative Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors, expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Administrative Agent may deem necessary in order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees that if such Collateral is sold for a price which Administrative Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) no Grantor shall be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Administrative Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded.Upon consummation of any sale of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Credit Agreement (Masimo Corp)
Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in --------- Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or --------- thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantor may be applied by Lender, Secured Party without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over -------- to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s Secured Party's request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, Default under the Grantors shall be in default hereunder andCredit Agreement, subject to compliance with the requirements of any applicable lawGaming Laws, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction the applicable jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral Collateral, and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, may be Grantors maybe applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at LenderSecured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places which Lender Secured Party may designatereasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such Grantor or elsewhereitems is unlawful), and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of LenderSecured Party’s taking possession of the such Collateral or storing the same or removing or putting the such Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in Secured Party may pursue any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender may have remedy available under this Agreement and or at law (including under applicable laws the provisions of the UCC) or in equityequity to collect, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in enforce or satisfy any such jurisdiction in effect at that timeObligations then owing, and in addition the following rights and remedieswhether by acceleration or otherwise, all of which remedies may be exercised pursued by Secured Party separately, successively or simultaneously, with or without further notice to Grantor, and at the Grantors except such notice sole option of and in the sole discretion of Secured Party, including the following specific remedies:
(a) to file suit and obtain judgment and, in conjunction with any action, to seek any ancillary remedies provided by law, including levy of attachment and garnishment;
(b) to notify Issuer and any and all other obligors on any Collateral; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Collateral; to give all consents, waivers and ratifications with respect to the Collateral and exercise all other rights, powers and remedies and otherwise act with respect to the Collateral as if Secured Party were the owner thereof (Grantor hereby irrevocably constituting and appointing Secured Party the proxy and attorney-in-fact of Grantor, with full power and authority of substitution, to do so);
(c) to enforce payment and prosecute any action or proceeding with respect to any and all of the Collateral and take or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral;
(d) in accordance with applicable law, to take possession of the Collateral with or without judic'lal process (Grantor hereby grants to Secured Party the right, for this purpose, to enter into or on any premises where the Collateral may be specifically required located);
(e) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Collateral;
(f) to transfer any or all of the Collateral into the name of Secured Party or its nominee or nominees;
(g) in its sole discretion, and in such order and manner as Secured Party may deem appropriate, to apply against the Obligations any and all sums deposited with it or held by it;
(h) in accordance with applicable law: (i) , to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Collateral or any part thereof, either at public or private sale or at any broker’s board's board or securities exchange, in lot whole or in bulkparts (without omitting the generality of the foregoing, the Membership Interest may be sold in its entirety to one buyer or in parts to more than one buyer), for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to Secured Party; and
(ivi) with or without taking possession, to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings sell or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral at public or to properly administer and control private sale in accordance with the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameUCC.
Appears in 1 contract
Sources: Pledge and Security Agreement (Principal Solar, Inc.)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, the Grantors shall be in default hereunder and, subject to applicable law, Lender and Secured Party shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws Law or in equity, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to any Grantor:
(a) to notify any Issuer of any Pledged Securities and any and all other obligors on any Pledged Collateral that the Grantors except such notice same has been pledged to Administrative Agent for the benefit of Secured Party and that all Distributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if Secured Party were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party’s name(s) or in the name of the applicable Grantor(s), all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: Law, to take possession of the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the applicable Grantor(s), all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of Secured Party or its nominee or nominees; and
(f) in accordance with applicable Law (including applicable Gaming Laws), to foreclose the Liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to Secured Party; (iv) to notify obligors on all at the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole option of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Party.
Appears in 1 contract
Sources: Credit Agreement (Herbst Gaming Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, the Grantors Company shall be in default hereunder and, subject to applicable law, Lender and Secured Parties shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Parties may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Company:
(a) to notify any Issuer of or obligors on any Pledged Collateral, that the Grantors except such notice same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if the Administrative Agent were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Parties' names or in the name of the Company, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: , to take possession of and operate or control the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the Company, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent or its nominee or nominees; and
(f) in accordance with applicable law, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s board's board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to the Administrative Agent; (iv) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Parties.
Appears in 1 contract
Sources: Credit Agreement (Kerkorian Kirk)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent and/or Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 9 hereof) or under applicable laws or in equityany other Transaction Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice (except to the Grantors except such extent notice as may is required to be specifically required by given pursuant to applicable lawLaw or this Agreement) to each Grantor and without affecting the obligations of any Grantor hereunder or under any other Transaction Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial processprocess in accordance with applicable Law; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Collateral Agent; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent for the benefit of Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderCollateral Agent for the benefit of Secured Party; (ve) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vig) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viii) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixk) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Collateral Agent or in the name of the applicable each Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Collateral Agent or any of the Grantors, Grantor may be applied by Lender, Collateral Agent without notice to the Grantors, each Grantor to the Secured Obligations in such order and manner as Lender set forth in their sole discretion shall determinethe Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (xl) to insure, protect process and preserve the Collateral; (xim) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Loan Transaction Documents; and (xiin) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Collateral Agent may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by each Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors each Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Each Grantor will, at LenderCollateral Agent’s request, assemble the Collateral and make it available to Lender Collateral Agent at places which Lender Collateral Agent may reasonably designate, whether at the premises of such each Grantor or elsewhere, and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of such each Grantor for the purpose of LenderCollateral Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the other Persons entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Administrative Agent may have under applicable Law or in equity or under this Agreement and (including, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Administrative Agent; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Administrative Agent and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderAdministrative Agent; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Administrative Agent, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Administrative Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderAdministrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Administrative Agent or in the applicable Grantor for the benefit name of LenderGrantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Administrative Agent or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Administrative Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Administrative Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Administrative Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Administrative Agent or any of the Grantors, Grantor may be applied by Lender, Administrative Agent without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Administrative Agent in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Administrative Agent may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Administrative Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderAdministrative Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderAdministrative Agent’s request, assemble the Collateral and make it available to Lender Administrative Agent at places which Lender Administrative Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderAdministrative Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderAdministrative Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Administrative Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. The Administrative Agent may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Administrative Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Administrative Agent will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the UCC. Without limiting the foregoing, Administrative Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Administrative Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Administrative Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Loan Agreement, the Grantors shall be in default hereunder and, subject to applicable law, Lender and Secured Party shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws Law or in equity, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: Grantors:
(i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iva) to notify any Issuer of any Pledged Securities and any and all other obligors on the any Pledged Collateral that the Collateral same has been assigned pledged to Lender Administrative Agent for the benefit of Secured Party and that all Distributions and other payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderAdministrative Agent for the account of Secured Party; (v) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect by legal proceedings or otherwise all dividendsliquidate, distributionson terms acceptable to Secured Party, interestin whole or in part, principal the Pledged Collateral and any amounts owing thereon or other sums now any guaranty or hereafter payable upon or on account of the Collateralsecurity therefor; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes ratifications with respect thereto; to the Pledged Collateral and exercise all other rights (viii) to extend including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; owner thereof;
(ixb) to enforce payment and prosecute any action or proceeding with respect to any or and all of the Pledged Collateral and take or bring, on behalf of itself in Secured Party's name(s) or in the name of the applicable GrantorGrantors, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable Law, including any to take possession of the Pledged Collateral with or without judicial or nonjudicial foreclosure thereof or thereonprocess;
(d) to endorse, in the name of Grantors, all checks, notes, drafts, money orders, instruments and each Grantor specifically consents other evidences of payment relating to any nonjudicial foreclosure of the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of Secured Party or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public its nominee or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determinenominees; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.and
Appears in 1 contract
Sources: Pledge Agreement (Jakks Pacific Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantors; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable GrantorGrantors, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantors may be applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiil) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by LenderSecured Party; (m) to receive, open and dispose of all mail addressed to Grantors or any of them and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at Lender’s Secured Party's request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the same.occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Loan Agreement, the Grantors shall be in default hereunder and, subject to applicable law, Lender here under and Secured Party shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws Law or in equity, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: any Grantor:
(i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iva) to notify any Issuer of any Pledged Securities and any and all other obligors on the any Pledged Collateral that the Collateral same has been assigned pledged to Lender Agent for the benefit of Secured Party and that all Distributions and other payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderAgent for the account of Secured Party; (v) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect by legal proceedings or otherwise all dividendsliquidate, distributionson terms acceptable to Secured Party, interestin whole or in part, principal the Pledged Collateral and any amounts owing thereon or other sums now any guaranty or hereafter payable upon or on account of the Collateralsecurity therefor; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes ratifications with respect thereto; to the Pledged Collateral and exercise all other rights (viii) to extend including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; owner thereof;
(ixb) to enforce payment and prosecute any action or proceeding with respect to any or and all of the Pledged Collateral and take or bring, on behalf of itself in Secured Party's name(s) or in the name of the applicable GrantorGrantor(s), any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable Law, including any to take possession of the Pledged Collateral with or without judicial or nonjudicial foreclosure thereof or thereonprocess;
(d) to endorse, in the name of the applicable Grantor(s), all checks, notes, drafts, money orders, instruments and each Grantor specifically consents other evidences of payment relating to any nonjudicial foreclosure of the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of Secured Party or its nominee or nominees; and
(f) in accordance with applicable Law, to foreclose the Liens and security interests created under this Agreement or under any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, agreement relating to the Collateral, and Lender may, Pledged all at the cost sole option of and expense in the sole discretion of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Party.
Appears in 1 contract
Sources: Pledge Agreement (Central Financial Acceptance Corp)
Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting 7 Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, and liquidating the Collateral, and in connection therewith Lender may deposit or surrender control the like; and then to the satisfaction of the Collateral and/or accept other property in exchange for the Collateral Secured Obligations, with application as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable any particular Secured Obligations to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral be in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or order set forth in the name of the applicable Grantor, any Credit Agreement and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, other Loan Documents. Grantor and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may release any obligor from personal liability on any remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and each Grantor waivesplace of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the extent permitted by applicable lawCredit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money Collateral or other property received by Lender security for the Secured Obligations except as expressly provided for in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, this paragraph. Secured Party (i) may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to properly administer prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and control the handling of collections and realizations thereonlike, and Lender (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to have a rent-free tenancy of any premises adversely affect the commercial reasonableness of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession disposition of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.Collateral. 9
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender and Secured Party shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws Law or in equity, all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to any Grantor:
(a) to notify any issuer of any Pledged Collateral that the Grantors except such notice same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if Secured Party were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party’s name(s) or in the name of any applicable Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: Law, to take possession of the Pledged Collateral with or without judicial process
(id) to endorse, in the name of any Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of Secured Party or its nominee or nominees; and
(f) in accordance with applicable Law, to foreclose the Liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to Secured Party; (iv) to notify obligors on all at the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole option of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Party.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Wd 40 Co)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Letter Agreement, the Grantors Company shall be in default hereunder and, subject to applicable law, Lender and Secured Party shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Company:
(a) to notify any Issuer of or obligors on any Pledged Collateral, that the Grantors except such notice same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to the Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if the Secured Party were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party’s names or in the name of the Company, all steps, actions, suits or proceedings deemed by the Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: , to take possession of and operate or control the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the Company, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Secured Party or its nominee or nominees; and
(f) in accordance with applicable law, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to the Secured Party; (iv) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Party.
Appears in 1 contract
Sources: Pledge Agreement (Tracinda Corp)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 8 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Obligations of Grantors except such notice as may be specifically required by applicable lawhereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Secured Party and that all Distributions, interest and other payments thereon are to be made directly and exclusively to Administrative Agent, for the benefit of Secured Party, (f) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vig) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viii) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixk) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor Loan Party from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and each Grantor agrees that any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantors may be applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xl) to insure, protect process and preserve the Collateral; (xim) to exercise all rights (including voting rights), remedies, powers or privileges provided under any of the Loan Documents; and (xiin) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party, subject to the terms and conditions of any lease thereof; (o) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may reasonably designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at LenderSecured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of LenderSecured Party’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Secured Party shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the security interests granted to Secured Party by Grantors. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, and notwithstanding any provision of this Agreement to the contrary, Secured Party will send or otherwise make available to Borrower, as agent for Grantors and each of them, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is given to the Borrower in accordance with the Credit Agreement at least ten (10) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, upon the occurrence and during the continuance of an Event of Default, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Secured Party may use any of the IP Collateral for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted to Secured Party by Grantors. Secured Party may grant such license or licenses relating to the IP Collateral for such term or terms, on such conditions and in such manner, as Secured Party shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the IP Collateral (or any part thereof), the applicable Grantors shall supply to Secured Party, or Secured Party’s designee, such Grantors’ knowledge and expertise relating to the manufacture and sale of the products and services bearing the IP Collateral and Grantors’ customer lists and other records relating to the IP Collateral and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an any Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement is soughtshall, in addition to all other rights remedies conferred upon Lender at law or in equity or by the terms of the Note, the Mortgage and the other Loan Documents, have the right, but not the obligation, to pursue any one or more of the following remedies, concurrently or successively, it being the intent hereof that all such remedies shall be cumulative and that Lender may have no such remedy shall be to the exclusion of any other:
(a) take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of the covenants, agreements and obligations (under this Agreement and the other Loan Documents) of Borrower or any other Person providing Collateral pursuant to, or obligated to perform any of the terms and provisions of, this Agreement or the other Loan Documents (each, an "Obligated Party");
(b) declare the Note to be immediately due and payable;
(c) use and apply any monies deposited in or credited to, as the case may be, the Clearing Account, the Cash Collateral Account (or any Mortgage Subaccount established thereunder) or any other monies deposited by Borrower with Lender, regardless of the purpose for which the same were deposited, to cure any Default or Event of Default, or to apply such monies on account of any indebtedness under applicable laws this Agreement or any of the other Loan Documents which is due and owing to Lender, or to operate the Premises, or for any other purposes described herein or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; Document;
(iid) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon take such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral actions as Lender reasonably deems appropriate and is commercially reasonable; (vii) shall deem necessary to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to realize upon any or all of the Collateral and take Collateral, including, without limitation, the institution of foreclosure actions and/or Uniform Commercial Code sales;
(e) institute an action, suit or bringproceeding at law or in equity for the specific performance of any covenant, on behalf of itself condition or agreement contained herein or in the name of Mortgage, the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral Note or any other action taken by Lender which may release any obligor from personal liability on any Loan Document, or in aid of the Collateral, and each Grantor waives, execution of any power granted hereunder or for the enforcement of any other appropriate legal or equitable remedy; and/or (f) setoff against the obligations to the extent permitted by applicable lawLender of Borrower or any other Obligated Party, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken sum owed by Lender or any Affiliate of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) any capacity to insureBorrower or such other Obligated Party, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any property of any of them in the Loan Documents; and (xii) to remove, from possession of Lender or any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose Affiliate of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition to the following rights and remedies, all of which may be exercised with or without further notice to Grantor, subject however to Section 2(D):
(a) to notify any issuer of any Pledged Securities, and any and all other obligors on, or partners, joint ventures or other interested parties with respect to, any Pledged Collateral, that the Grantors except such notice same has been pledged, and/or that a security interest in the same has been granted, to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party; (b) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; (c) to enter into any other agreement relating to or affecting the Pledged Collateral; and (d) to give all consents, waivers, and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if Secured Party were the owner thereof;
(2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(3) in accordance with applicable law: laws, to take possession of any Pledged Collateral (iwith or without judicial process) that has not previously been delivered to Secured Party;
(4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(5) to transfer any or all of the Pledged Collateral into the name of Secured Party or its nominee or nominees; and
(6) in accordance with applicable laws, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s board's board or securities exchange, in lot lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonable; (iv) acceptable to notify obligors on Secured Party, all at the Collateral sole option of and in the sole discretion of Secured Party, provided that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account any purchaser of the Collateral; (vi) Pledged Collateral shall take such Pledged Collateral subject to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and limitations set forth in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSection 2(D).
Appears in 1 contract
Sources: Pledge Agreement (Colorado Greenhouse Holdings Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Letter Agreement, the Grantors Borrower shall be in default hereunder and, subject to applicable law, and the Lender shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Lender may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party Lender under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice Borrower:
(a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to the Lender and that all dividends and other payments thereon are to be made directly and exclusively to the Lender; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Lender, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if the Lender were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Lender’s name or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: , to take possession of and operate or control the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the Borrower, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Lender or its nominee or nominees; and
(f) in accordance with applicable law, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonable; (iv) acceptable to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account at the sole option of and in the sole discretion of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Sources: Pledge Agreement (Tracinda Corp)
Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, upon the Grantors shall be appointment of the Collateral Agent as set forth herein and in default hereunder andthe Purchase Agreement, subject to applicable law, Lender the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing and subject to the rights of the holders of Pari Passu Notes, and in addition subject to the following rights and remediesconsent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to all of the Grantors except such notice as Collateral, and/or may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker’s board, in lot board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be commercially reasonableassumption of any credit risk; (ivb) to notify obligors on shall have the Collateral that the Collateral has been assigned to Lender and that all payments thereonright upon any such public sale or sales, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesand, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documentsreleased; and (xiic) to removeshall apply the net proceeds of any such collection, from recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and Lender only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor sale or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession other disposition of the Collateral or storing are insufficient to pay the same or removing or putting Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral in salable form or selling or disposing of the sameAgent to collect such deficiency.
Appears in 1 contract
Sources: Security Agreement (BeesFree, Inc.)
Rights Upon Event of Default. Upon If any Event of Default shall occur and be continuing, Bank may without notice terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence and during the continuance of an Event of DefaultDefault under Section 8(f), this Agreement shall automatically terminate and the Grantors Loan and the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be in default hereunder andcontinuing, subject to the requirements of any applicable lawAcknowledgment Agreement, Lender shall have, in any jurisdiction where enforcement is sought, in addition to Bank may exercise all other rights and remedies that Lender may have under this Agreement and under applicable laws available to it in law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timeLoan Documents (other than the Warehouse Agreement), and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, including without limitation:
(a) in its discretion, to demand, ▇▇▇ for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it;
(b) direct, and to take any and all other steps necessary to cause, any Servicer of any of the Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer;
(c) direct Borrower to pay over to Bank all sums from time to time due Borrower under or without representations in respect of the Collateral, including any and all fees and other compensation under the Servicing Agreements for servicing the Serviced Loans and all amounts paid to or warranties collectable by Borrower to pay Pledged Servicing Receivables, whether paid to Borrower or withheld or recovered by Borrower from collections and upon realizations on such terms as Mortgage Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgaged Loans are being serviced (to the extent that such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request. All amounts so received and collected by Bank pursuant to this Section 9(c) shall be commercially reasonable; applied in the same order and manner as is specified in Section 3(h);
(ivd) foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time;
(e) at Bank’s option and in its sole discretion, to notify obligors on the Collateral any or all Makers obligated under any or all items of Collateral, that the Collateral has been assigned to Lender Bank and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderBank or such other Person as may be designated by Bank; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise compromise, or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name portion of the applicable Grantor for the benefit of LenderCollateral, on terms acceptable to Bank; (ix) to enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure;
(f) act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the extent (if any) that Bank is unable, despite reasonable efforts made by Bank in light of the necessity that there be no material break in the continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or less than the fees under such Servicing Agreements;
(g) as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the then value of the Collateral and take or bringthe interest of Borrower therein, on behalf to apply to any court having jurisdiction to appoint a receiver or receivers of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically Borrower hereby irrevocably consents to such appointment and waives notice of any nonjudicial foreclosure application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Bank in case of entry as provided herein and shall continue as such and exercise all such powers until the date of the sale of the Collateral unless such receivership is sooner terminated; and
(h) exercise all rights and remedies of a secured creditor under the UCC, including selling the interests of Borrower in the Collateral at public or private sale. Bank shall give Borrower not less than 10 days’ notice of any such public sale or of the date after which private sale may be held. Borrower agrees that 10 days’ notice shall be reasonable notice. At any such sale any or all of the Collateral may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any other action taken public or private sale or cause the same to be adjourned from time to time by Lender announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may release be so adjourned. Bank is authorized at any obligor from personal liability on such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and each Grantor waivesif such sale is for the price provided for in such commitment, then such sale shall be held to be for value reasonably equivalent to the extent permitted value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid by the purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Nothing in this Agreement shall be construed as Borrower’s waiver of, or agreement to waive, any requirement imposed by applicable law, law that any sale of the Collateral be commercially reasonable. Borrower waives any right to receive notice of require Bank to proceed against any public third party, exhaust any Collateral or private judicial other security for the Obligations, or nonjudicial sale or foreclosure of to have any security or third party joined with Borrower in any suit arising out of the Collateral, and any money Obligations or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) , or pursue any other remedy available to remove, from any premises where the same may be located, the Collateral and Bank. Borrower further waives any and all documentsnotice of acceptance of this Agreement. Borrower further waives any defense arising by reason of any disability or other defense of any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. All rights available to Bank under the Loan Documents shall be cumulative of and in addition to all other rights granted to Bank at Law or in equity, instrumentswhether or not the Loan or the Obligations be due and payable or performance required and whether or not Bank shall have instituted any suit for collection, files foreclosure, or other action under or in connection with the Loan Documents. Notwithstanding the foregoing, Bank’s rights as set forth in this Section 9 shall be subject in all respects to the limitations and recordsrestrictions set forth in any relevant Acknowledgment Agreement so long as such Acknowledgment Agreement has not been terminated. In connection with the exercise of its rights hereunder, Borrower hereby grants Bank, only to the extent permissible under any applicable federal, state or local law or regulation and permitted under any applicable contract with a third-party service provider, the nonexclusive right to access (in common with Borrower and any other secured party that has a valid and enforceable security interest therein and that agrees that its security interest is similarly nonexclusive) Borrower’s operating systems for the sole purpose of managing and administering the Pledged Servicing Rights, including obtaining any of the related data and information described above, or that otherwise relates to the Pledged Servicing Rights, together with the media on which the same are stored to the extent stored with material information or data that relates to property other than the Pledged Servicing Rights (tapes, discs, cards, drives, flash memory or any other kind of physical or virtual data or information storage media or systems, and Borrower’s rights to access the same, whether exclusive or nonexclusive, to the extent that such access rights may lawfully be transferred or used by Borrower’s permittees), and any receptacles computer programs that are owned by Borrower (or licensed to Borrower under licenses that may lawfully be transferred or used by Borrower’s permittees) and cabinets containing the samethat are used or useful to access, relating to the Collateralorganize, input, read, print or otherwise output and Lender may, at the cost and expense of the Grantors, otherwise handle or use such of its supplies, equipment, facilities information and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the samedata.
Appears in 1 contract
Sources: Loan and Security Agreement (Stonegate Mortgage Corp)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of any Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of Lenderany Grantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantors may be applied by Lender, Secured Party without notice to the Grantors, Grantors to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiil) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the Grantorseach Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (m) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor Grantors will, at LenderSecured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor Grantors for the purpose of LenderSecured Party’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to such Grantor, at least five (5) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, each Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person except a third party lienholder permitted under the Loan Documents, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Security Agreement (NGA Holdco, LLC)
Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal 7 Any public or private sale or other sums now disposition of the Collateral may be held at any office of Secured Party, or hereafter payable upon at Grantor’s places of business, or on account at any other place permitted by applicable Law, and without the necessity of the Collateral; (vi) ’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Nevada Gaming Commission to enter into any extension, reorganization, disposition, merger or consolidation agreementpetition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other agreement relating disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or affecting lease, selling, leasing, collecting and liquidating the Collateral, and in connection therewith Lender may deposit or surrender control the like; and then to the satisfaction of the Collateral and/or accept other property in exchange for the Collateral Secured Obligations, with application as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable any particular Secured Obligations to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral be in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or order set forth in the name of the applicable Grantor, any Credit Agreement or other Loan Documents. Grantor and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may release any obligor from personal liability on any remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and each Grantor waivesplace of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the extent permitted by applicable lawCredit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money Collateral or other property received by Lender security for the Secured Obligations except as expressly provided for in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, this paragraph. Secured Party (i) may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to properly administer prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and control the handling of collections and realizations thereonlike, and Lender (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to have a rent-free tenancy of any premises adversely affect the commercial reasonableness of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession disposition of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.Collateral. 9
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Agent shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Agent may have under this Agreement and under applicable laws or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Transaction Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s boardsale, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender Agent and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to LenderAgent; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender Agent reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to LenderAgent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of LenderAgent; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Agent or any of the Grantors, may be applied by LenderAgent, without notice to the Grantors, to the Obligations in such order and manner as Lender Agent in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Transaction Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Agent may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by LenderAgent. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderAgent’s request, assemble the Collateral and make it available to Lender Agent at places which Lender Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderAgent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderAgent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, the Grantors Company shall be in default hereunder and, subject to applicable law, Lender and Secured Parties shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Parties may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Company:
(a) to notify any Issuer of or obligors on any Pledged Collateral, that the Grantors except such notice same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if the Administrative Agent were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Parties’ names or in the name of the Company, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: , to take possession of and operate or control the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the Company, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent or its nominee or nominees; and
(f) in accordance with applicable law, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to the Administrative Agent; (iv) to notify obligors on PLEDGE AGREEMENT all at the Collateral that sole option of and in the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Parties.
Appears in 1 contract
Sources: Pledge Agreement
Rights Upon Event of Default. Upon Subject to Imperial Bank's ---------------------------- rights as to the Film Library and the Film Library Accounts Receivable, upon the occurrence and during the continuance of an Event of Default, the Grantors Secured Party shall be in default hereunder and, subject to applicable law, Lender shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender which Secured Party may have under applicable law or in equity or under this Agreement and under applicable laws or in equity(including, without limitation, all rights set forth in Section 7 hereof), all of its rights and remedies of as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Debtor and without affecting the Grantors except such notice as may be specifically required by applicable lawliability of Debtor hereunder or the enforceability of the Security Interest created hereby: (ia) to foreclose the Liens liens and security interests Security Interest created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderDebtor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable GrantorDebtor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor Debtor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, Debtor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial judiciary or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, may Debtor shall be applied by LenderSecured Party, without notice to the Grantors, to the Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided rights under any of the Loan DocumentsNote; and (xiil) to remove, remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsDebtor, use such of its supplies, equipment, facilities supplies and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) to receive, open and Lender shall be deemed dispose of all mail addressed to have a rent-free tenancy Debtor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Debtor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of any premises an owner of the Grantors for such purposes Collateral; all at Secured Party's sole option and for such periods of time as reasonably required by LenderSecured Party in its sole discretion may deem advisable. So long as After an Event of Default has occurred and is continuingDefault, each Grantor Debtor will, at Lender’s Secured Party's request, assemble the all Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor Debtor or elsewhere, and will make available to Lender, free of cost, Secured Party all premises, equipment premises and facilities of such Grantor Debtor for the purpose of Lender’s Secured Party's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameform.
Appears in 1 contract
Sources: Override Agreement (Video City Inc)
Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of DefaultDefault and provided that obligations in favor of the Senior Lender have been satisfied, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent may have under this Agreement and under applicable laws law or in equityequity or under this Agreement, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction. Without limiting the foregoing, and in addition subject to the following rights and remediesconsent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without further notice to all of the Grantors except such notice as Collateral, and/or may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker’s board, in lot board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be commercially reasonableassumption of any credit risk; (ivb) to notify obligors on shall have the Collateral that the Collateral has been assigned to Lender and that all payments thereonright upon any such public sale or sales, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesand, to the extent permitted by applicable law, upon any such private sale or sales, to purchase all or any part of the Collateral so sold, free of any right to receive notice or equity of any public redemption in the Grantor, which right or private judicial equity is hereby waived or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documentsreleased; and (xiic) to removeshall apply the net proceeds of any such collection, from recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or in any way relating to properly administer the Collateral or the rights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and control expenses) to the handling payment in whole or in part of collections and realizations thereonthe Secured Obligations, in such order as the Collateral Agent may elect, and Lender only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed to have a rent-free tenancy reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor sale or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession other disposition of the Collateral or storing are insufficient to pay the same or removing or putting Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral in salable form or selling or disposing of the sameAgent to collect such deficiency.
Appears in 1 contract
Sources: Security Agreement (Vyteris, Inc.)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted exacted in any such jurisdiction in effect at that timejurisdiction, and in addition to the following rights and remedies, all of which may be exercised with or without further notice to Grantor:
(a) to notify any issuer of any Pledged Securities, and any and all other obligors on, or partners, joint ventures or other interested parties with respect to, any Pledged Collateral, that the Grantors except such notice same has been pledged, and/or that a security interest in the same has been granted, to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party; (b) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; (c) to enter into any other agreement relating to or affecting the Pledged Collateral; and (d) to give all consents, waivers, and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if Secured Party were the owner thereof;
(2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(3) in accordance with applicable law: laws, to take possession of any Pledged Collateral (iwith or without judicial process) that has not previously been delivered to Secured Party;
(4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(5) to transfer any or all of the Pledged Collateral into the name of Secured Party or its nominee or nominees; and
(6) in accordance with applicable laws, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s board's board or securities exchange, in lot lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonable; (iv) acceptable to notify obligors on Secured Party, all at the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole option of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Party.
Appears in 1 contract
Sources: Pledge Agreement (Colorado Greenhouse Holdings Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Bank shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Bank may have under this Agreement and under applicable laws or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Operative Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender Bank and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to LenderBank; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender Bank reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to LenderBank, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of LenderBank; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender Bank to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Bank which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender Bank in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Bank or any of the Grantors, may be applied by LenderBank, without notice to the Grantors, to the Obligations in such order and manner as Lender Bank in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Operative Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Bank may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Bank shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by LenderBank. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s Bank's request, assemble the Collateral and make it available to Lender Bank at places which Lender Bank may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderBank, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s Bank's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors each Grantor shall be in default hereunder and, subject to applicable law, Lender and the Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender the Agent on behalf of the Secured Party may have under this Agreement and under applicable laws or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors any Grantor except such notice as may be specifically required by applicable law: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Agent for the benefit of the Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lenderthe Agent for the account of the Secured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender the Agent reasonably deems appropriate and is commercially reasonable; (viig) to settle, compromise or release, on terms acceptable to Lenderthe Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor Agent for the benefit of Lenderthe Secured Party or in the name of any Grantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself the Secured Party or in the name of the applicable any Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender the Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender the Agent or any of the Grantors, Grantor may be applied by Lenderthe Agent, without notice to the Grantorsany Grantor, to the Obligations in such order and manner as Lender the Agent in their its sole discretion shall determine; (xj) to insure, protect and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities intermediary and take any action therein with respect to such Collateral; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender the Agent may, at the cost and expense of the Grantorsany Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender the Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors such Grantor for such purposes and for such periods of time as reasonably required by Lenderthe Agent. So long as an Event of Default has occurred and is continuing, each Each Grantor will, at Lender’s the Agent's request, assemble the Collateral and make it available to Lender the Agent at places which Lender the Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lenderthe Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Sources: Credit Agreement (Quiksilver Inc)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender may have under applicable law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 7 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Colorado Uniform Commercial Code as enacted and, in any such jurisdiction in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawobligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Lender; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to Lender; (ve) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Lender, in whole or in part, the Collateral and any amounts owing thereon or any guaranty or security therefor; and to give all consents, waivers and ratifications with respect to the Collateral and exercise any other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Lender were the owner thereof; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vig) to cause the Collateral to be registered in the name of Lender, as legal owner; (h) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or and any disputes with respect thereto; (viiij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the applicable Grantor for the benefit name of LenderGrantor; (ixk) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Lender or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waivesand, to the extent permitted allowable by applicable law, Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial non-judicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender in exchange for or on account of the CollateralCollateral covered by this Agreement, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the GrantorsGrantor, may be applied by Lender, subject to the provisions of the Loan Documents, without notice to the Grantors, Grantor to the Obligations in such order and manner as Lender in their its sole discretion shall determinedetermine in accordance with applicable Laws; (xl) to take possession of the Collateral with or without judicial process; (m) to insure, protect process and preserve the Collateral; (xin) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Collateral; (o) to exercise all rights, remedies, powers or privileges provided under the Loan Documents to transfer any or all of the Loan DocumentsCollateral into the name of Lender or its nominee or nominees; and (xiip) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or and sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by Lender; (q) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (r) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender’s sole option and as Lender in its sole discretion to the extent allowable by law may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Lender also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral pursuant to this Section 12 may be held at any office of Lender, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Lender may direct the order and manner of sale of the Collateral, or portions thereof, as it in its reasonable discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Lender, or any Person on Lender’s behalf, may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then, subject to the provisions of the Loan Documents, to the satisfaction of the Obligations in such order as shall be determined by Lender in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Lender on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of applicable laws. In connection with any public or private sale of the Collateral, Lender shall give Grantor at least ten (10) days prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition may be made. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Lender may, in its sole and absolute discretion, subject to compliance with the requirements of applicable Laws, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Lender may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Lender may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Lender in good faith believes to be reasonable under the circumstances then existing, then, subject to Section 9-615(f) of the Uniform Commercial Code, if and to the extent same is not waivable, (a) the sale shall not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (c) Lender shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Lender of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the Issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral that is privately traded. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will send or otherwise make available to Grantor, such notice as may be required by the Colorado Uniform Commercial Code of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Obligations except as expressly provided for in this Section 12. Upon consummation of any sale of Collateral hereunder, Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Lender shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by Lender, and any Collateral so sold may be retained by Lender until the sale price is paid in full by the purchaser or purchasers thereof. Lender shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Security Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor and without affecting the Grantors except such notice as may be specifically required by applicable lawObligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Secured Party; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderSecured Party; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viig) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the applicable Grantor for the benefit name of LenderGrantor; (ixi) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Secured Party or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Secured Party or any of the Grantors, Grantor may be applied by Lender, Secured Party without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Secured Party in their its sole discretion shall determine; (xj) to insure, protect process and preserve the Collateral; (xik) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xiil) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Secured Party may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderSecured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places which Lender Secured Party may designate, whether at the premises of such Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderSecured Party’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person except a third party lienholder permitted under the Loan Documents, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Security Agreement (NGA Holdco, LLC)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender may have under this Agreement and under applicable laws or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Loan Operative Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Operative Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s 's request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s 's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent may have under applicable Law or in equity or under this Agreement and (including, without limitation, all rights set forth in Section 6 hereof) or under applicable laws or in equityany other Note Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor (except to the Grantors except such extent notice as may is otherwise required to be specifically required by applicable lawgiven pursuant to the fourth paragraph this Section 10) and without affecting the Obligations of Grantor hereunder or under any other Note Document, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Collateral Agent; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to LenderCollateral Agent; (ve) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the applicable Grantor for the benefit name of LenderGrantor; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Collateral Agent or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender Collateral Agent or any of the Grantors, Grantor may be applied by Lender, Collateral Agent without notice to the Grantors, Grantor to the Secured Obligations in such order and manner as Lender Collateral Agent in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of the Loan Note Documents; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender Collateral Agent may, at the cost and expense of the GrantorsGrantor, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor will, at LenderCollateral Agent’s written request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Collateral Agent at places which Lender Collateral Agent may designate, whether at the premises of such Grantor or elsewhereelsewhere (provided, however, that Grantor shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of LenderCollateral Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the sameoccurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of the Gaming Authority, Collateral Agent may also request, in connection therewith, the Gaming Authority to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Collateral Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on written demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address designated below, at least ten days before the date of the sale, Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.
Appears in 1 contract
Sources: Security Agreement (MGM Mirage)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender may have under this Agreement and under applicable laws law or in equityequity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Note, all rights and remedies of a secured party under the Uniform Commercial Code UCC as enacted in any such jurisdiction jurisdiction, and, in effect at that timeaddition, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Grantors except such notice as may be specifically required by applicable lawSecured Obligations, or the enforceability of the Liens and security interests created hereby: (ia) to foreclose the Liens and security interests created hereunder or under any other Loan Document agreement relating to any Collateral by any available judicial procedure or without judicial process; (iib) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iiic) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s 's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonableacceptable to Lender; (ivd) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (ve) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vif) to cause the Collateral to be registered in the name of Lender, as legal owner; (g) to enter into any extension, reorganization, dispositiondeposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or or accept other property Property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonableCollateral; (viih) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or or any disputes with respect thereto; (viiii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the applicable Grantor for the benefit name of LenderBorrower; (ixj) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf in the name of itself Lender or in the name of the applicable GrantorBorrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, Borrower waives any right not expressly provided for in this Loan Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, ; and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, Borrower may be applied by Lender, Lender without notice to the Grantors, Borrower to the Secured Obligations in such order and manner as Lender in their its sole discretion shall determine; (xk) to insure, protect process and preserve the Collateral; (xil) to exercise all rights, remedies, powers or privileges provided under any of this Loan Agreement or the Loan DocumentsPromissory Note; and (xiim) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the GrantorsBorrower, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors Borrower for such purposes and for such periods of time as reasonably required by Lender; (n) to receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the address for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Borrower such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's sole option and as Lender in its sole discretion may deem advisable. So long as an Event of Default has occurred and is continuing, each Grantor willBorrower shall, at Lender’s 's request, assemble the Collateral and make it available to Lender at places which that Lender may reasonably designate, whether at the premises of such Grantor Borrower or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor Borrower for the purpose of Lender’s 's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Sources: Loan and Security Agreement (Intellect Capital Group LLC)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Letter Agreement, the Grantors Borrower shall be in default hereunder and, subject to applicable law, and the Lender shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Lender may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party Lender under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice Borrower, provided that Lender shall act in accordance with applicable law (including all applicable gaming laws, rules and regulations):
(a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to the Lender and that all dividends and other payments thereon are to be made directly and exclusively to the Lender; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Lender, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if the Lender were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Lender’s name or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: , to take possession of and operate or control the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the Borrower, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Lender or its nominee or nominees; and
(f) in accordance with applicable law, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonable; (iv) acceptable to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account at the sole option of and in the sole discretion of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.
Appears in 1 contract
Sources: Pledge Agreement (Tracinda Corp)
Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, the Grantors Company shall be in default hereunder and, subject to applicable law, Lender and Secured Parties shall have, have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Lender Secured Parties may have under this Agreement and under applicable laws law or in equity, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any such jurisdiction in effect at that timejurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Company:
(a) to notify any Issuer of or obligors on any Pledged Collateral, that the Grantors except such notice same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as may be specifically required if the Administrative Agent were the owner thereof;
(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Parties’ names or in the name of the Company, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral;
(c) in accordance with applicable law: , to take possession of and operate or control the Pledged Collateral with or without judicial process;
(id) to endorse, in the name of the Company, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;
(e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent or its nominee or nominees; and
(f) in accordance with applicable law, to foreclose the Liens liens and security interests created hereunder under this Agreement or under any other Loan Document agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be commercially reasonableacceptable to the Administrative Agent; (iv) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Lender; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the sameSecured Parties.
Appears in 1 contract
Sources: Pledge Agreement (Tracinda Corp)