Certain Rights and Remedies. Without limiting the rights granted to the Collateral Agent under this Agreement and the other Loan Documents, the parties agree that the Collateral Agent will have all the rights and remedies available to a purchaser and a secured party under articles 8 and 9, respectively, of the UCC in respect of the Collateral Account and the Collateral Account Property.
Certain Rights and Remedies. If an Event of Default has occurred and is continuing and in addition to the rights and remedies available to Lender under this Agreement or any other Loan Document, Lender, without any other notice to or demand upon Debtor, shall have the rights and remedies of a secured party under the UCC and any additional rights and remedies that may be provided to a secured party in any jurisdiction in which any UCC Collateral is located, including the right to enter upon each Collateral Site, take possession of and remove such UCC Collateral therefrom. Lender may require Debtor to assemble all or any part of the UCC Collateral at such location(s) as Lender may reasonably designate. Lender shall give to Debtor at least 10 calendar days prior written notice of the time and place of any public sale of UCC Collateral or of the time after which any private sale or any other intended disposition is to be made. Debtor acknowledges that 10 calendar days prior written notice of such sale or sales shall be reasonable notice. To the extent permitted under Applicable Law, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Xxxxxx’s rights and remedies hereunder, including its right following an Event of Default to take immediate possession of the UCC Collateral and to exercise its rights and remedies with respect thereto.
Certain Rights and Remedies. SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:
Certain Rights and Remedies. Notwithstanding anything contained in this Agreement to the contrary, in the event that the Lender or a transferee of the Lender acquires any Pledged Shares pursuant to Section 17(j) of the Loan Agreement, any rights, privileges obligations, representations, warranties and covenants that had been offered and imposed by the REIT and constituted part of the Offered Terms (as defined in the Loan Agreement) shall inure to the benefit of the Lender or such transferee of the Lender and such Lender or such transferee of the Lender shall be entitled to exercise such rights and privileges and shall be bound by such obligations as if the REIT had directly offered such rights, privileges and obligations to the Lender or such transferee of the Lender.
Certain Rights and Remedies. 6.1 Inspection; Verification. Secured Party, and such persons as it may designate, shall have the right from time to time to (i) audit and inspect the Collateral or books and records may be located; (ii) discuss Debtor’s business, operations, affairs or condition (financial or otherwise) with its officers, accountants; and (iii) verify the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to the Collateral in any manner and through any medium Secured Party may consider appropriate (including contacting account debtors or third party possessing the Collateral for purpose of making such verification). Debtor shall furnish all assistance and information and perform any acts Secured Party may require regarding thereto. Debtor shall bear the cost and expense of any such inspection and verification.
Certain Rights and Remedies. (a) SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:
(i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;
(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;
(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and
(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be 40 41 required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.
Certain Rights and Remedies. If the Services are not performed in accordance with this Agreement, Humankind shall be entitled to: deduct from any part of the Fees or (if Humankind has paid any part of the Fees) to claim from the Supplier by way of liquidated damages for delay, 0.5% of the relevant Fee for every week’s delay up to a maximum of 10% cancel the relevant Services (or any part) without liability to the Supplier and purchase substitute items or services elsewhere and recover from the Supplier any loss or additional costs incurred. require the Supplier to perform at the Supplier’s own expense, such additional services as Humankind believes are necessary to remedy any shortfall in service level and quality. .
Certain Rights and Remedies. Lender may exercise its rights and remedies under the Uniform Commercial Code and/or otherwise under this Pledge and/or the Second Equitable Mortgage or pursuant to law or equity, it being expressly agreed that Lender may, at its sole option, exercise such right with respect to less than all of the Collateral, as Lender elects in its sole discretion, leaving unexercised its rights with respect to the remainder of the Collateral and in such order as Lender shall determine in its sole discretion; provided, however, that such partial exercise (or priority of exercise) shall in no way restrict or jeopardize Lender's right to exercise its right with respect to all or another portion of the remainder of the Collateral at a later time or times.
Certain Rights and Remedies. (a) If any Event of Default shall occur and be continuing for a period in excess of 20 days after the Collateral Agent shall have notified the Borrower of such Event of Default and provided the Borrower such time to cure any such Event of Default, the Collateral Agent, for the benefit of the Secured Parties shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the State of Delaware from time to time or other applicable law, all of which rights and remedies shall be cumulative, and nonexclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement (all of which are subject to the initial clause of this Section 5); except that, notwithstanding the foregoing and any other provision of this or any other agreement involving the parties, or if applicable, the Collateral Agent shall give to the Borrower, at least 20 days’ prior written notice prior to any sale, lease, or other disposition of Collateral, and shall cause the sale or other disposition of the Collateral to occur in a commercially reasonable manner which gives Borrower, as well as potential purchasers, access to the sale.
(b) At the Collateral Agent’s request during the continuance of any default, the Borrower shall assemble the Collateral and make it available to the Collateral Agent at such place or places as the Collateral Agent may designate which are reasonably convenient to the Borrower and the Collateral Agent. NEWYORK01 1276247v4 232444-000001
(c) The Collateral Agent shall apply the net proceeds of any sale, lease, or other disposition of any or all of the Collateral: (i) first, to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing, and the like (including reasonable attorneys’ fees and disbursements incurred by the Collateral Agent), (ii) second, to the accrued but unpaid interest on the Notes, (iii) third, to the unpaid principal balance of the Notes, and (iv) fourth, to the payment of Severance Obligations, up to an aggregate of $620,000. In any event, the Borrower shall remain liable for any deficiencies on the Obligations which are owed. All payments relating to (ii) and (iii) hereof shall be paid pro rata to the Secured Parties based on the percentage of the aggregate principal balances of the Notes represented by the Notes held by such Secured Party.
Certain Rights and Remedies. In addition to all other rights and remedies provided in the Loan Documents or otherwise available at law or in equity, the Lender, on the occurrence of any Event of Default, may proceed pursuant to this Section 7.2. The Lender may do any or all of the following, simultaneously, successively or in such order and number as the Lender shall select:
(a) terminate the Lender’s agreement to provide the Revolving Credit Loans;
(b) accelerate and call due the unpaid principal balance of the Revolving Credit Loans, all accrued interest thereon and all other outstanding Obligations;
(c) impose the Default Rate of interest;
(d) file suit or confess judgment against the Borrower on this Agreement or any other Loan Document executed by Borrower; and
(e) seek specific performance or injunctive relief to enforce performance of the undertakings, duties, and agreements provided in the Loan Documents, whether or not a remedy at law exists or is adequate. In the event of any occurrence described in item (e) of Section 7.1 hereof, the Borrower shall have no right to obtain any loan or advance hereunder, even if no other Event of Default exists and the 30 day period described in such item (e) has not expired.
