Agents Rights and Remedies. The rights, powers, privileges, and discretions of the Agent hereunder (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by the Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute a waiver thereof. No waiver by the Agent of any of the Agent’s Rights and Remedies or of any default or remedies under any other agreement with the undersigned, or of any default under any agreement with the Borrowers, or any other person liable or obligated for or on the Liabilities, shall operate as a waiver of any other of the Agent’s Rights and Remedies or of any default or remedy hereunder or thereunder. No exercise of any of the Agent’s Rights and Remedies and no other agreement or transaction of whatever nature entered into between the Agent the undersigned, and the Borrowers; and/or any such other person at any time shall preclude any other exercise of the Agent’s Rights and Remedies, but without prejudice to the definition of Key Date. No waiver by the Agent of any of the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. All of the Agent’s Rights and Remedies, and all of the Agent’s rights, remedies, powers, privileges, and discretions under any other agreement or transaction with the undersigned, the Borrowers, or any such other person, shall be cumulative and not alternative or exclusive, and may be exercised by the Agent at such time or times and in such order of preference as the Agent in its sole discretion may determine.
Agents Rights and Remedies. Upon the occurrence, and during the continuation, of an Event of Default:
Agents Rights and Remedies. 5.1. Upon the occurrence and continuance of an Event of Default:
(a) Agent may at any time, without further notice to the Debtors, notify the Obligors and other Persons whose obligations have been assigned, or in which a security interest has been granted hereunder, that such obligations have been assigned, or a security interest therein has been granted, to Agent and/or that payments thereunder or in respect thereof shall be made directly to Agent or to Agent's designee. If requested by Agent, each Debtor will so notify the Obligors and other Persons whose obligations to any Debtor have been assigned or in which a security interest has been granted hereunder. Agent may in its own name or in the name of others (including, without limitation, any Debtor) communicate with such Obligors and other Persons, enforce payment or collect any of the Collateral by legal proceedings or otherwise, and adjust, settle or compromise the amount or payment thereof;
(b) All payments received by the Debtors under or in connection with any of the Collateral shall be held by such Debtor in trust for Agent, shall be segregated from other funds of such Debtor and shall, forthwith upon receipt by such Debtor, be turned over to Agent; and
(c) Any and all such payments so received by the Agent (whether from the Debtors or otherwise) shall, subject to the terms of the Intercreditor Agreement, be immediately applied to the Obligations in the order specified in Article 3 of the Note Agreement.
5.2. Upon the occurrence and continuance of an Event of Default, Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein, the Intercreditor Agreement or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral), and under all other applicable law as in effect in any relevant jurisdiction. In addition, Agent may also:
(a) require each Debtor to, and each Debtor hereby agrees that it will at its expense and upon request of Agent, assemble all or any part of the Collateral as directed by Agent and make such Collateral available to Agent at a place to be designated by Agent, which place shall be reasonably convenient to Agent and such Debtor, whether at the premises of such Debtor or otherwise;
(b) enter, with or without process of law and without breach of the peace, any premises where any of the Collate...
Agents Rights and Remedies. The parties hereby agree, in each case subject to Section 10.9 hereof, the following:”
I. Section 10.9 is hereby added to the Loan Agreement, as follows:
Agents Rights and Remedies. (a) Upon the occurrence and during the continuation of an Event of Default, Agent, at the request of the Required Lenders, is hereby authorized to:
(i) Settle or adjust disputes and claims directly with Pledgors' Account Debtors of Accounts constituting Collateral for amounts and upon terms which Agent considers advisable, and, in such cases, Agent will credit the Loan Account with only the net amounts received by Agent in payment of such disputed Accounts after deducting all Lender Group Expenses incurred or expended in connection therewith;
(ii) Cause each Pledgor to hold all returned Inventory constituting Collateral in trust for the Lender Group, segregate all returned Inventory constituting Collateral from all other assets of such Pledgor or in such Pledgor's possession and conspicuously label said returned Inventory as the property of the Lender Group;
(iii) Without notice to or demand upon each Pledgor, make such payments and do such acts as Agent considers necessary or reasonable to protect its security interests in the Collateral. Each Pledgor agrees to assemble the Collateral if Agent so requires, and to make the Collateral available to Agent at a place that Agent may designate that is reasonably convenient to both parties. Each Pledgor authorizes Agent to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien that in Agent's determination appears to conflict with the Liens of Agent and to pay all expenses incurred in connection therewith and to charge the Borrowers' Loan Account therefor. With respect to any of any Pledgor's owned or leased premises, each Pledgor hereby grants Agent a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of the Lender Group's rights or remedies provided herein, at law, in equity, or otherwise;
(iv) Without notice to any Pledgor (such notice being expressly waived), and without constituting a retention of any collateral in full or partial satisfaction of an obligation (within the meaning of the Code), set off and apply to the Secured Obligations any and all (i) balances and deposits of such Pledgor held by the Lender Group, or (ii) Indebtedness at any time owing to or for the credit or the account of such Pledgor held by the Lender Group;
(v) Hold, as cash collateral, any and all balances and deposits of any Pledgor held by the Lender...
Agents Rights and Remedies. 38 Section 12.1. Generally..............................................38 Section 12.2. Notification of Account Debtors........................38 Section 12.3.
Agents Rights and Remedies. The exercise of remedies hereunder shall be made by Agent on behalf of itself and for the notable benefit of the Lenders upon the terms and conditions contained herein or as set forth in Section 8.3 of the Credit Agreement. If an Event of Default shall have occurred and is continuing and has not been cured or waived in accordance with the terms hereof or the terms of the Credit Agreement, Agent shall have the following rights and powers and may, at Agent’s option, without notice of its election and without demand to the extent permitted by Section 8.3 of the Credit Agreement, do any one or more of the following, all of which are hereby authorized by Debtor:
Agents Rights and Remedies may be exercised without resort to or regard to any other source of satisfaction of the Obligations.
Agents Rights and Remedies. (a) Upon and during the continuation of a Default, Agent shall have all rights and remedies available to it under this Agreement, the Security Agreement and applicable law with respect to the security interests in any of the Intellectual Property Collateral. Grantors agrees that such rights and remedies include, but are not limited to, the right of Agent as a secured party to sell or otherwise dispose of the Intellectual Property Collateral pursuant to the UCC.
(b) The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of the Intellectual Property Collateral the application of which is not otherwise provided for herein, shall be applied as provided in the Security Agreement.
Agents Rights and Remedies
