Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note: (a) The Collateral Agent, at the written direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth herein, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right); (b) The Collateral Agent, at the written direction and in the sole discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (c) The Collateral Agent, at the written direction and in the sole discretion of the Holder, in its name or in the name of the Pledgor or otherwise, may demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (d) The Collateral Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days prior written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determine, and for cash or on credit or for future delivery, at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned; (e) The Collateral Agent may exercise all rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges with respect to the Pledged Securities; (f) The Collateral Agent shall not be required to take steps necessary or advisable to preserve any rights against prior parties to any of the Collateral; (g) In enforcing any rights hereunder, the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation; (h) The Collateral Agent may register any or all of the Pledged Securities in the name of the Collateral Agent or its nominee without any further consent of the Pledgor; (i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions in respect of such Collateral; (j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and (k) The Collateral Agent, on behalf of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The proceeds of each collection, sale or other disposition under this Section 5 shall be applied by the Collateral Agent to the Obligations pursuant to Section 6 hereof.
Appears in 5 contracts
Samples: Exchange Agreement (Capital Trust Inc), Redemption Agreement (Capital Trust Inc), Redemption Agreement (Capital Trust Inc)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the NoteCredit Agreement:
(a) The Collateral Agent, at the written direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth hereinin the Credit Agreement, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at the written direction and Agent in the sole its discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor or otherwise, may demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(dc) The Collateral Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days days’ prior written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determinedeems best, and for cash or on credit or for future delivery, at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned;
(d) If the Collateral Agent shall so request in writing, the Pledgor agrees to execute and deliver to the Collateral Agent appropriate payment direction and other orders and documents to provide for all Collateral, including without limitation any amounts in the Securities Account, to be applied as directed by the Collateral Agent in its sole discretion. The foregoing authorization and instructions are irrevocable and may not be modified in any manner other than by the Collateral Agent sending to the Pledgor a notice terminating such authorization and direction;
(e) The Collateral Agent may exercise all rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges with respect to the Pledged Securities;
(f) The Except as required applicable law, the Collateral Agent shall not be required to take steps necessary or advisable to preserve any rights against prior parties to any of the Collateral;
(g) In enforcing any rights hereunder, the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all of the Pledged Securities in the name of the Collateral Agent or its nominee without any further consent of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions in respect of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent;
(k) The Collateral Agent may at any time, by giving the Pledgor written notice, elect to require that the Pledged Securities be paid directly to the Collateral Agent for the benefit of the Secured Parties. In such event, the Pledgor shall, and shall permit the Collateral Agent to, promptly notify the obligors under the Pledged Securities of the Collateral Agent’s interest therein and direct such obligors to make payment of all amounts then or thereafter due under such Pledged Securities directly to the Collateral Agent. Upon receipt of any such notice from the Collateral Agent, the Pledgor shall thereafter hold in trust for the Collateral Agent, on behalf of the Secured Parties, all amounts and proceeds received by it with respect to the Pledged Securities and other Collateral and immediately and at all times thereafter deliver to the Collateral Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements;
(l) The Collateral Agent may require all cash proceeds of the Collateral to be deposited in a special non-interest bearing cash collateral account with the Collateral Agent and held there as security for the Obligations. The Pledgor shall not have any control whatsoever over said cash collateral account. The Collateral Agent may (and shall, at the direction of the Required Lenders), from time to time, apply the collected balances in said cash collateral account to the payment of the Obligations whether or not the Obligations shall then be due; and
(km) The Collateral Agent, on behalf of the HolderSecured Parties, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The proceeds of each collection, sale or other disposition under this Section 5 shall be applied by the Collateral Agent to the Obligations pursuant to Section 6 hereof.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Capital Trust Inc), Pledge and Security Agreement (Capital Trust Inc)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agent, at the written direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth herein, Agent shall have the right to exercise all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Agent were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at the written direction and Agent in the sole its discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor or otherwise, may demand, sxx xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(dc) The Collateral Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days days’ prior written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determinedeems best, and for cash or on credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned;
(ed) The Collateral Agent may exercise all membership rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges privileges;
(e) Upon notice to Pledgor, Agent may cause the Pledged Interests to be sold in accordance with Subsection (c) above and, in connection therewith, cause each purchaser of all or any part of any Pledged Interests to be admitted as a new member or owner of each Owner to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of such Owner to the extent such Pledged Interests is sold (in accordance with Subsection (c) above), and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee each Assignment of Interest executed and delivered by Pledgor and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Securitiessuch Owner;
(f) The Collateral Agent shall not be required to take steps necessary may exercise any and all rights and remedies of Pledgor under or advisable to preserve any rights against prior parties to any in connection with the Relevant Documents or otherwise in respect of the Collateral;, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Relevant Documents; and
(g) In enforcing any rights hereunder, all payments received by Pledgor under or in connection with the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure Relevant Documents or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all of the Pledged Securities in the name respect of the Collateral Agent or its nominee without any further consent shall be received in trust for the benefit of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions in respect of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf shall be segregated from other funds of Pledgor and shall be forthwith paid over to Agent in the Holder, may be required to comply same form as so received (with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateralnecessary indorsement). The proceeds of each collection, sale or other disposition under this Section 5 3.4 shall be applied by the Collateral Agent to the Obligations pursuant to Section 6 3.6 hereof. Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Agent than those obtainable through a public sale without such restrictions, and that Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.
Appears in 2 contracts
Samples: Pledge and Security Agreement (KBS Real Estate Investment Trust, Inc.), Pledge and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agent5.5.1 each Debtor shall, at the written direction and request of the Administrative Agent, assemble the Pledged Collateral owned by it at such place or places in the sole discretion contiguous United States, reasonably convenient to both the Administrative Agent and such Debtor, designated in its request;
5.5.2 the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the HolderPledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the benefit terms, of any of the Secured Parties, in addition to Pledged Collateral;
5.5.3 the rights and remedies set forth herein, Administrative Agent shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent were the sole and absolute owner thereof (and the Pledgor each Debtor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at 5.5.4 the written direction Administrative Agent in its sole and in the sole absolute discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor Debtors or otherwise, may demand, sxx xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Pledged Collateral, but shall be under no obligation to do so;; and
(d) The Collateral 5.5.5 the Administrative Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days business days’ prior written notice to the Pledgor Debtors of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Pledged Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent Administrative Agent, the Revolving Credit Lenders or any of its their respective agents, sell, lease, assign or otherwise dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Administrative Agent shall determinedeems best, and for cash or on for credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) ), and the Collateral Administrative Agent or any Revolving Credit Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), ) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the PledgorDebtors, any such demand, notice and right or right and equity being hereby expressly waived and released. Unless prohibited by applicable lawIn the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Debtors shall supply to the Administrative Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 sale may be so adjourned;
(e) The Collateral Agent , subject to notice as may exercise be required by law. In case any sale of all rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges with respect to or any part of the Pledged Securities;
(f) The Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. For purposes of redemption only, (i) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Debtor shall be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.05 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610 of the UCC or its equivalent in other jurisdictions. If, under mandatory requirements of applicable law, the Administrative Agent shall be required to take steps necessary or advisable to preserve any rights against prior parties to any of the Collateral;
(g) In enforcing any rights hereunder, the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all make disposition of the Pledged Securities in Collateral within a period of time that does not permit the name giving of the Collateral Agent or its nominee without any further consent of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining notice to the Collateral owned by Debtors as herein before provided, the Pledgor or any part thereof, and to receive all interest and distributions Administrative Agent need give the Debtors only such notice of disposition as shall be reasonably practicable in respect view of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf mandatory requirements of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collaterallaw. The proceeds of each collection, sale or other disposition under this Section 5 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 5.04(b) hereof, shall be applied in accordance with Section 5.09 hereof. The Debtors recognize that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Securities or Pledged Obligations, to limit purchasers to those who will agree, among other things, to acquire such Pledged Collateral Agent for their own account, for investment and not with a view to the distribution or resale thereof. The Debtors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent and the Debtors than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Securities or Pledged Obligations for the period of time necessary to permit the respective Issuer or issuer thereof to register it for public sale. Anything herein to the contrary notwithstanding, in any such event the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make a private sale of the Pledged Securities notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability to any Debtor for selling all or any part of the Pledged Securities at a price which the Administrative Agent may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid. Each of the Debtors further agrees to use its diligent best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Securities or Pledged Obligations pursuant to this Section 6 hereof5.05 valid and binding and in compliance with any and all other applicable Requirements of Law, but none of the Debtors shall have an obligation to register or qualify such sale under any federal or state securities laws. Each of the Debtors further agrees that a breach of any of the covenants contained in this Section 5.05 will cause irreparable injury to the Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.05 shall be specifically enforceable against such Debtor, and, to the extent permitted by law, such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.
Appears in 1 contract
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) If an Event of Default has occurred and is continuing or (ii) with respect to the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, Notes shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in which an Event of Default shall have occurred occur and be continuing, the principal of the Notes may be declared due and payable in addition the manner and with the effect provided in the Indenture. As provided in and subject to the rights and remedies set forth in the Note:
(a) The Collateral Agent, at the written direction and in the sole discretion provisions of the HolderIndenture, for the benefit Holder of this Note shall not have the Secured Parties, in addition right to the rights and remedies set forth herein, shall have all of the rights and remedies institute any proceeding with respect to the Collateral Indenture or for the appointment of a secured party under the Uniform Commercial Code (whether receiver or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at the written direction and in the sole discretion of the Holder, may make any reasonable compromise trustee or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holder, in its name or in the name of the Pledgor or otherwise, may demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of other remedy thereunder, unless such Holder shall have previously given the Collateral, but shall be under no obligation to do so;
(d) The Collateral Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days prior Trustee written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient), a continuing Event of Default with respect to the Collateral or any part thereof which shall then be or shall thereafter come into Notes, the possession, custody or control Holders of not less than 25% in principal amount of the Collateral Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determine, and for cash or on credit or for future delivery, at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement Notes at the time and place fixed for the sale, and such sale may be Outstanding shall have made at any time or place to which the same may be so adjourned;
(e) The Collateral Agent may exercise all rights, powers and privileges written request to the same extent as the Pledgor is entitled Trustee to exercise such rights, powers and privileges with respect to the Pledged Securities;
(f) The Collateral Agent shall not be required to take steps necessary or advisable to preserve any rights against prior parties to any of the Collateral;
(g) In enforcing any rights hereunder, the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all of the Pledged Securities in the name of the Collateral Agent or its nominee without any further consent of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions institute proceedings in respect of such Collateral;
(j) Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The Pledgor foregoing shall assemble and make available not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Collateral Agent the Collateral Indenture and all records relating thereto at any place no provision of this Note or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf of the Holder, may be required to comply with any applicable state Indenture shall alter or federal law requirements in connection with a disposition impair the obligation of the CollateralCompany, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and such compliance will not be considered to adversely affect in the commercial reasonableness of any sale of the Collateral. The proceeds of each collectioncoin or currency, sale or other disposition under this Section 5 shall be applied by the Collateral Agent to the Obligations pursuant to Section 6 hereofherein prescribed.
Appears in 1 contract
Samples: First Supplemental Indenture (Group 1 Automotive Inc)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agenteach Debtor shall, at the written direction and in the sole discretion request of the HolderAdministrative Agent, for assemble the benefit Pledged Collateral owned by it at such place or places, reasonably convenient to both the Administrative Agent and such Debtor, designated in its request;
(b) the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Secured PartiesPledged Collateral and may extend the time of payment, arrange for payment in addition to installments, or otherwise modify the rights and remedies set forth hereinterms, of any of the Pledged Collateral;
(c) the Administrative Agent shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code (whether or not said the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent were the sole and absolute owner thereof (and the Pledgor each Debtor agrees to take all such action as may be appropriate to give effect to such right);
(bd) The Collateral Agent, at the written direction and Administrative Agent in the sole its discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor Debtors or otherwise, may demand, sxx xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Pledged Collateral, but shall be under no obligation to do so;; and
(de) The Collateral the Administrative Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days business days' prior written notice to the Pledgor Debtors of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Pledged Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent Administrative Agent, the Lenders or any of its their respective agents, sell, lease, assign or otherwise dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Administrative Agent shall determinedeems best, and for cash or on for credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) ), and the Collateral Administrative Agent or any Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), ) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the PledgorDebtors, any such demand, notice and right or right and equity being hereby expressly waived and released. Unless prohibited by applicable lawIn the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Debtors shall supply to the Administrative Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 sale may be so adjourned;
(e) The Collateral Agent may exercise . In case any sale of all rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges with respect to or any part of the Pledged Securities;
(f) The Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. For purposes hereof, (i) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement and (iii) no Debtor shall be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.05 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code or its equivalent in other jurisdictions. If under mandatory requirements of applicable law, the Administrative Agent shall be required to take steps necessary or advisable to preserve any rights against prior parties to any of the Collateral;
(g) In enforcing any rights hereunder, the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all make disposition of the Pledged Securities in Collateral within a period of time that does not permit the name giving of the Collateral Agent or its nominee without any further consent of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining notice to the Collateral owned by Debtors as herein before provided, the Pledgor or any part thereof, and to receive all interest and distributions Administrative Agent need give the Debtors only such notice of disposition as shall be reasonably practicable in respect view of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf mandatory requirements of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collaterallaw. The proceeds of each collection, sale or other disposition under this Section 5 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 5.04(b) hereof, shall be applied in accordance with Section 5.09 hereof. The Debtors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Securities or Pledged Obligations, to limit purchasers to those who will agree, among other things, to acquire such Pledged Collateral Agent for their own account, for investment and not with a view to the distribution or resale thereof. The Debtors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Securities or Pledged Obligations pursuant for the period of time necessary to Section 6 hereofpermit the respective Issuer or issuer thereof to register it for public sale.
Appears in 1 contract
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agent, at the written direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth herein, Agent shall have the right to exercise all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Agent were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at the written direction and Agent in the sole its discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the any Pledgor or otherwise, may demand, sxx xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(dc) The Collateral Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days days’ prior written notice to the any Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determinedeems best, and for cash or on credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the any such Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned;
(ed) The Collateral Agent may exercise all membership rights, powers and privileges to the same extent as the any Pledgor is entitled to exercise such rights, powers and privileges privileges;
(e) Upon notice to any Pledgor, Agent may cause the Pledged Interests to be sold in accordance with Subsection (c) above and, in connection therewith, cause each purchaser of all or any part of such Pledged Interests to be admitted as a new member or owner of each applicable Owner to the extent of such Pledged Interests, and cause any such Pledgor to withdraw as a member or owner of such Owner to the extent such Pledged Interests is sold (in accordance with Subsection (c) above), and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee each Assignment of Interest executed and delivered by such Pledgor and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Securitiessuch Owner;
(f) The Collateral Agent shall not be required to take steps necessary may exercise any and all rights and remedies of any Pledgor under or advisable to preserve any rights against prior parties to any in connection with the applicable Relevant Documents or otherwise in respect of the Collateral;, including, without limitation, any and all rights of such Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the applicable Relevant Documents; and
(g) In enforcing all payments received by any rights hereunder, Pledgor under or in connection with the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure applicable Relevant Documents or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all of the Pledged Securities in the name respect of the Collateral Agent or its nominee without any further consent shall be received in trust for the benefit of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions in respect of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf shall be segregated from other funds of Pledgor and shall be forthwith paid over to Agent in the Holder, may be required to comply same form as so received (with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateralnecessary indorsement). The proceeds of each collection, sale or other disposition under this Section 5 3.4 shall be applied by the Collateral Agent to the Obligations pursuant to Section 6 3.6 hereof. Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Agent than those obtainable through a public sale without such restrictions, and that Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.
Appears in 1 contract
Samples: Pledge and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during -------------------------------- which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agenteach Debtor shall, at the written direction and request of the Administrative Agent, assemble the Pledged Collateral owned by it at such place or places in the sole discretion contiguous United States, reasonably convenient to both the Administrative Agent and such Debtor, designated in its request;
(b) the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the HolderPledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the benefit terms, of any of the Secured Parties, in addition to Pledged Collateral;
(c) the rights and remedies set forth herein, Administrative Agent shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code (whether or not said the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent were the sole and absolute owner thereof (and the Pledgor each Debtor agrees to take all such action as may be appropriate to give effect to such right);
(bd) The Collateral Agent, at the written direction Administrative Agent in its sole and in the sole absolute discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor Debtors or otherwise, may demand, sxx xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Pledged Collateral, but shall be under no obligation to do so;; and
(de) The Collateral the Administrative Agent may, at the written direction and in the sole discretion of the Holder, upon ten (10) days business days' prior written notice to the Pledgor Debtors of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Pledged Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent Administrative Agent, the Lenders or any of its their respective agents, sell, lease, assign or otherwise dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Administrative Agent shall determinedeems best, and for cash or on for credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) ), and the Collateral Administrative Agent or any Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), ) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the PledgorDebtors, any such demand, notice and right or right and equity being hereby expressly waived and released. Unless prohibited by applicable lawIn the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Debtors shall supply to the Administrative Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 sale may be so adjourned;
(e) The Collateral Agent , subject to notice as may exercise be required by law. In case any sale of all rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges with respect to or any part of the Pledged Securities;
(f) The Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. For purposes hereof, (i) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Debtor shall be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.05 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code or its equivalent in other jurisdictions. If under mandatory requirements of applicable law, the Administrative Agent shall be required to take steps necessary or advisable to preserve any rights against prior parties to any of the Collateral;
(g) In enforcing any rights hereunder, the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all make disposition of the Pledged Securities in Collateral within a period of time that does not permit the name giving of the Collateral Agent or its nominee without any further consent of the Pledgor;
(i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining notice to the Collateral owned by Debtors as herein before provided, the Pledgor or any part thereof, and to receive all interest and distributions Administrative Agent need give the Debtors only such notice of disposition as shall be reasonably practicable in respect view of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf mandatory requirements of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collaterallaw. The proceeds of each collection, sale or other disposition under this Section 5 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 5.04(b) hereof, shall be applied in accordance with Section 5.09 hereof. The Debtors recognize that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Securities or Pledged Obligations, to limit purchasers to those who will agree, among other things, to acquire such Pledged Collateral Agent for their own account, for investment and not with a view to the distribution or resale thereof. The Debtors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent and the Debtors than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Securities or Pledged Obligations for the period of time necessary to permit the respective Issuer or issuer thereof to register it for public sale. Anything herein to the contrary notwithstanding, in any such event the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make a private sale of the Pledged Securities notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability to any Debtor for selling all or any part of the Pledged Securities at a price which the Administrative Agent may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid. Each of the Debtors further agrees to use its diligent best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Securities or Pledged Obligations pursuant to this Section 6 hereof5.05 valid and binding and in compliance with any and all other applicable Requirements of Law, but none of the Debtors shall have an obligation to register or qualify such sale under any federal or state securities laws. Each of the Debtors further agrees that a breach of any of the covenants contained in this Section 5.05 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.05 shall be specifically enforceable against such Debtor, and, to the extent permitted by law, such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Tmil Corp)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agent, at the written direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth herein, Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Lender were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at the written direction and Lender in the sole its discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor or otherwise, may demand, sxx xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(dc) The Collateral Agent Lender may, at the written direction and in the sole discretion of the Holder, upon ten (10) days Business Days' prior written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent Lender or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determineLender deems best, and for cash or on credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned;
(ed) The Collateral Agent Lender may exercise all membership rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges privileges;
(e) Upon ten (10) Business Days' prior notice to Pledgor, Lender may cause the Pledged Securities to be sold in accordance with Subsection (c) above and, in connection therewith, cause each purchaser of all or any part of any Pledged Securities to be admitted as a new member or partner of Issuer to the extent of such Pledged Securities, and cause Pledgor to withdraw as a member or partner of Issuer to the extent such Pledged Securities are sold (in accordance with Subsection (c) above), and, if appropriate, cause one or more amended or restated certificates of limited partnership or certificates of limited liability company to be filed with respect to the Pledged SecuritiesIssuer;
(f) The Collateral Agent shall not be required to take steps necessary Lender may exercise any and all rights and remedies of Pledgor under or advisable to preserve any rights against prior parties to any in connection with the Relevant Documents or otherwise in respect of the Collateral;, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Relevant Documents; and
(g) In enforcing any rights hereunder, all payments received by Pledgor under or in connection with the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure Relevant Documents or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all of the Pledged Securities in the name respect of the Collateral Agent or its nominee without any further consent shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the Pledgor;
same form as so received (i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions in respect of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateralnecessary endorsement). The proceeds of each collection, sale or other disposition under this Section 5 3.4 shall be applied by the Collateral Agent Lender to the Obligations pursuant to Section 6 3.6 hereof. Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Lender than those obtainable through a public sale without such restrictions, and that Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.
Appears in 1 contract
Samples: Pledge and Security Agreement (Ares Commercial Real Estate Corp)
Events of Default Remedies Etc. At any time when the Pledgor or the Holder shall discover or receive notice that (i) an Event of Default has occurred and is continuing or (ii) the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in during which an Event of Default shall have occurred and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agent, at the written direction and in the sole discretion of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth herein, Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, Lender were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) The Collateral Agent, at the written direction and Lender in the sole its discretion of the Holder, may make any reasonable compromise or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(c) The Collateral Agent, at the written direction and in the sole discretion of the Holdermay, in its name or in the name of the Pledgor or otherwise, may demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(dc) The Collateral Agent Lender may, at the written direction and in the sole discretion of the Holder, upon ten (10) days 10 days’ prior written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent Lender or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determineLender deems best, and for cash or on credit or for future deliverydelivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned;
(ed) The Collateral Agent Lender may exercise all membership rights, powers and privileges to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges privileges;
(e) Upon 10 days’ prior written notice to Pledgor, Lender may cause the Pledged Interests to be sold in accordance with Subsection (c) above and, in connection therewith, cause each purchaser of all or any part of any Pledged Interests to be admitted as a new member or owner of each of Holdings and Owner to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of each of Holdings and Owner to the extent such Pledged Interests is sold (in accordance with Subsection (c) above), and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Securitieseach of Holdings and Owner;
(f) The Collateral Agent shall not be required to take steps necessary Lender may exercise any and all rights and remedies of Pledgor under or advisable to preserve any rights against prior parties to any in connection with the Relevant Documents or otherwise in respect of the Collateral;, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Relevant Documents; and
(g) In enforcing any rights hereunder, all payments received by Pledgor under or in connection with the Collateral Agent shall not be required to resort to any particular security, right or remedy through foreclosure Relevant Documents or otherwise or to proceed in any particular order of priority, or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases any right to a marshaling of assets or a sale in inverse order of alienation;
(h) The Collateral Agent may register any or all of the Pledged Securities in the name respect of the Collateral Agent or its nominee without any further consent shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the Pledgor;
same form as so received (i) The Collateral Agent or its nominee at any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor or any part thereof, and to receive all interest and distributions in respect of such Collateral;
(j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent; and
(k) The Collateral Agent, on behalf of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateralnecessary indorsement). The proceeds of each collection, sale or other disposition under this Section 5 3.4 shall be applied by the Collateral Agent Lender to the Obligations pursuant to Section 6 3.6 hereof. Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Lender than those obtainable through a public sale without such restrictions, and that Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.
Appears in 1 contract
Samples: Pledge and Security Agreement (New York REIT, Inc.)
Events of Default Remedies Etc. At If any time when of the Pledgor or the Holder shall discover or receive notice that following events (i) each an "Event of Default has occurred Default" and is continuing or (iicollectively "Events of Default") the Obligations under the Note have been declared by the Holder to be immediately due and payable, the Pledgor or the Holder, as applicable, shall promptly notify the Collateral Agent and the Deposit Account Bank in writing thereof. For the avoidance of doubt, it is expressly understood and agreed by the parties hereto that neither the Collateral Agent nor the Deposit Account Bank will have any knowledge of an Event of Default absent receipt of written notice thereof from the Pledgor or the Holder. During the period in which an Event of Default shall have occurred occur and be continuing, in addition to the rights and remedies set forth in the Note:
(a) The Collateral Agentthe Borrower shall fail to pay, at within five days after the written direction and in date when the sole discretion same becomes due, any installment of principal and/or interest due on the Note or to pay when due any other sum payable hereunder or under any of the Holder, for the benefit of the Secured Parties, in addition to the rights and remedies set forth herein, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent, for the benefit of the Secured Parties, were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right);Loan Documents; or
(b) The Collateral Agentthe Borrower shall sell, at the written direction and in the sole discretion of the Holderdemise charter, may make any reasonable compromise mortgage, grant a security interest in, otherwise transfer or settlement deemed desirable by the Holder with respect to any of the Collateral and may extend the time of payment, arrange encumber (except for payment in installments, or otherwise modify the terms of, any of the Collateral;
(cPermitted Liens) The Collateral Agent, at the written direction and in the sole discretion of the Holder, in its name or in the name of the Pledgor or otherwise, may demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but in each instance without the prior written consent of GE Capital; or
(c) the Borrower shall be under no obligation fail to do so;procure, maintain in effect at all times, all required insurances on the Collateral; or
(d) The Collateral Agent may, at the written direction and in anticipatory repudiation by the sole discretion Guarantors of their obligations under the Holder, upon ten (10) days prior written notice to the Pledgor of the time and place (which notice the Pledgor acknowledges as reasonable and sufficient), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent shall determine, and for cash or on credit or for future delivery, at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Collateral Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (Guaranty; or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by 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 be so adjourned;
(e) The Collateral Agent may exercise all rights, powers and privileges the Guarantors shall fail to perform or observe any of their obligations under the same extent as the Pledgor is entitled to exercise such rights, powers and privileges with respect to the Pledged Securities;Guaranty (within any applicable grace or cure periods); or
(f) The Collateral Agent the Borrower or the Guarantors shall not fail to perform or observe, or cause to be required to take steps necessary performed or advisable to preserve observed, any rights against prior parties to other term, covenant or agreement contained herein or in any of the Collateral;other Loan Documents or any certificate delivered pursuant thereto and such failure shall continue unremedied for a period of thirty (30) days after the giving of notice thereof; provided, however, that if such default is capable of being remedied but cannot be remedied within said thirty (30) day period, so long as the Borrower and/or Guarantors undertake to remedy such default within said thirty (30) day period and diligently pursues such cure, the Borrower and/or Guarantors shall have up to a total of sixty (60) days to effectuate such cure; or
(g) In enforcing any rights hereunder, representation or warranty made or deemed to be made by the Collateral Agent shall not be required to resort to any particular security, right Borrower hereunder or remedy through foreclosure by the Borrower or otherwise or to proceed the Guarantors in any particular order of priority, the other Loan Documents shall prove to be false or otherwise act or refrain from acting, and, to the extent permitted by law, the Pledgor hereby waives and releases misleading in any right to a marshaling of assets or a sale in inverse order of alienation;material respect; or
(h) The Collateral Agent may register any the Borrower or all of the Pledged Securities in the name of the Collateral Agent or its nominee without any further consent of the Pledgor;
Guarantors shall (i) The Collateral Agent or its nominee at fail to pay when due any time, without notice, may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by the Pledgor indebtedness for borrowed money or any part thereof, and to receive all interest and distributions in respect of such Collateral;
or premium thereon when due (j) The Pledgor shall assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified whether by the Collateral Agent; and
(k) The Collateral Agent, on behalf of the Holder, may be required to comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The proceeds of each collection, sale or other disposition under this Section 5 shall be applied by the Collateral Agent to the Obligations pursuant to Section 6 hereof.scheduled maturity,
Appears in 1 contract
Samples: Loan and Security Agreement (Leisure Time Casinos & Resorts Inc)
