Lenders Rights and Remedies. 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Lender may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: a. Declare Borrower's Indebtedness, whether evidenced by this Agreement, installment notes, demand notes or otherwise, immediately due and payable to Lender; b. Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Lender; c. Terminate this Agreement as to any future liability or obligation of Lender, but without affecting Lender's rights and security Interests in the Property, and the Indebtedness of Borrower to Lender; d. Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Lender considers necessary or reasonable to protect its lien upon the Property. Borrower authorizes Lender to enter the Property, take and maintain possession of the Property (at no charge to Lender), or any part thereof, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien and to pay all expenses incurred in connection therewith; 8.2 Lender's rights and remedies under this Agreement and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided by law or in equity. No exercise by Lender of one right or remedy shall be deemed an election, and no waiver by Lender of any default on Borrower's part shall be deemed a continuing waiver. No delay by Lender shall constitute a waiver, election or acquiescence by Lender.
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Lenders Rights and Remedies. 8.1 Upon the occurrence of an Event of Default under Section 8.1(f), without notice by Borrower under this AgreementLender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may accelerate all of Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, at in its election, without notice of its election sole and without demand, do absolute discretion: (a) exercise any one or more of the followingrights and remedies accruing to a lender under the UCC or other applicable law of the relevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may be located, and without charge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts at one or more public or private sales for cash or credit, provided, however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender; and (d) require Borrower to assemble the Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the rights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may direct any or all Account Debtors, secondary obligors and other obligors to make payment of which are authorized by Borrower:
a. Declare Borrower's IndebtednessAccounts directly to Lender, whether evidenced by this Agreement(2) extend the time of payment of, installment notescompromise, demand notes settle or adjust for cash, credit, return of merchandise or otherwise, immediately due and payable to Lender;
b. Cease advancing money upon any terms or extending credit to conditions, any and all Accounts or for other obligations included in the benefit of Borrower under this Agreement, Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other agreement between Borrower and Lender;
c. Terminate this Agreement as to obligors in respect thereof without affecting any future liability of Borrower’s Liabilities, (3) demand, collect or obligation enforce payment of Lenderany Accounts or such other obligations, but without affecting Lender's rights and security Interests in the Propertyany duty to do so, and Lender shall not be liable for any failure to collect or enforce the Indebtedness payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at Lender’s request, all invoices and statements sent to any Account Debtor shall state that the Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender;
d. Without notice Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to or demand upon Borrower or any guarantor, make such payments and do such acts Accounts as Lender considers necessary or reasonable to protect its lien upon the Propertymay require. Borrower authorizes Lender to enter the Property, take and maintain possession All of the Property (at no charge to Lender), or any part thereof, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien and to pay all expenses incurred in connection therewith;
8.2 Lender's ’s rights and remedies under this Loan Agreement and all other agreements shall be cumulativethe Other Agreements are cumulative and non-exclusive. Lender shall have all other rights and remedies not inconsistent herewith as provided by law Exercise or in equity. No partial exercise by Lender of one right or remedy more of its rights or remedies shall not be deemed an election, and no waiver by nor bar Lender from subsequent exercise or partial exercise of any default on Borrower's part shall other rights or remedies. Lender agrees to give notice of any sale to Borrower at least ten (10) Business Days prior to any public sale or at least ten (10) Business Days before the time after which any private sale may be deemed held. Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place of such postponed or adjourned sale, without being required to give a continuing waivernew notice of sale. No delay by Borrower agrees that, subject to applicable law, Lender shall constitute a waiver, election or acquiescence by Lenderhas no obligation to preserve rights against prior parties to the Collateral.
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Lenders Rights and Remedies. 8.1 Upon the occurrence of an Event of Default under Section 8.1(e), without notice by Borrower under this AgreementLender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall be automatically terminated, and upon and during the continuance of any other Event of Default, without notice by Lender to, or demand by Lender of, Borrower, Lender may accelerate all of Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate the Revolving Commitments and any other commitments to provide any financing hereunder. At any time that an Event of Default has occurred and is continuing, Lender may, at in its election, without notice of its election sole and without demand, do absolute discretion: (a) exercise any one or more of the followingrights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of the relevant state or states or other applicable jurisdiction, and in equity, and under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may be located, and without charge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts at one or more public or private sales for cash or credit, provided, however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender; and (d) require Borrower to assemble the Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the rights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may direct any or all accounts debtors, secondary obligors and other obligors to make payment of which are authorized by Borrower:
a. Declare Borrower's IndebtednessAccounts directly to Lender, whether evidenced by this Agreement(2) extend the time of payment of, installment notescompromise, demand notes settle or adjust for cash, credit, return of merchandise or otherwise, immediately due and payable to Lender;
b. Cease advancing money upon any terms or extending credit to conditions, any and all Accounts or for other obligations included in the benefit of Borrower under this Agreement, Collateral and thereby discharge or release the account debtor or any secondary obligors or other agreement between Borrower and Lender;
c. Terminate this Agreement as to obligors in respect thereof without affecting any future liability of Borrower’s Liabilities, (3) demand, collect or obligation enforce payment of Lenderany Accounts or such other obligations, but without affecting Lender's rights and security Interests in the Propertyany duty to do so, and Lender shall not be liable for any failure to collect or enforce the Indebtedness payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at Lender’s request, all invoices and statements sent to any account debtor shall state that the Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender;
d. Without notice Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to or demand upon Borrower or any guarantor, make such payments and do such acts Accounts as Lender considers necessary or reasonable to protect its lien upon the Propertymay require. Borrower authorizes Lender to enter the Property, take and maintain possession All of the Property (at no charge to Lender), or any part thereof, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien and to pay all expenses incurred in connection therewith;
8.2 Lender's ’s rights and remedies under this Loan Agreement and all other agreements shall be cumulativethe Other Agreements are cumulative and non-exclusive. Lender shall have all other rights and remedies not inconsistent herewith as provided by law Exercise or in equity. No partial exercise by Lender of one right or remedy more of its rights or remedies shall not be deemed an election, and no waiver by nor bar Lender from subsequent exercise or partial exercise of any default on Borrower's part shall other rights or remedies. Lender agrees to give notice of any sale to Borrower at least ten (10) days prior to any public sale or at least ten (10) days before the time after which any private sale may be deemed held. Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place of such postponed or adjourned sale, without being required to give a continuing waivernew notice of sale. No delay by Borrower agrees that Lender shall constitute a waiver, election or acquiescence by Lenderhas no obligation to preserve rights against prior parties to the Collateral.
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Lenders Rights and Remedies. 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Lender may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:
a. Declare Borrower's Indebtedness, whether evidenced by this Agreement, installment notes, demand notes or otherwise, immediately due and payable to Lender;
b. Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Lender;
c. Terminate this Agreement as to any future liability or obligation of Lender, but without affecting Lender's rights and security Interests in the Property, and the Indebtedness of Borrower to Lender;
d. Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Lender considers necessary or reasonable to protect its lien upon the Property. Borrower authorizes Lender to enter the Property, take and maintain possession of the Property (at no charge to Lender), or any part thereof, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien and to pay all expenses incurred in connection therewith;
8.2 Lender's rights and remedies under this Agreement and all other security agreements shall be cumulative. cumulative and Lender shall have all other rights and remedies not inconsistent herewith therewith as provided by law or in equity. No law; no exercise by Lender of one right or remedy shall be deemed an election, election and no waiver by Lender of any default on in Borrower's part shall be deemed a continuing waiver. No delay by Lender shall constitute a waiverwaiver or election. This Agreement shall be binding when signed by Lender where indicated below and shall bind and inure to the benefit of Lender's and Borrower's respective successors and assigns. However, election Borrower may not assign this Agreement or acquiescence any rights hereunder without Lender's prior written consent. No such consent by LenderLender shall release Borrower or any guarantor of any Obligation or indebtedness hereunder. Paragraphs and paragraph numbers have been set forth herein for convenience only; unless the contrary is compelled by the context, everything contained in each paragraph applies equally to all paragraphs herein. Neither this Agreement nor any uncertainty, or ambiguity herein shall be construed or resolved against Lender or Borrower whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words so used as to fairly accomplish the purposes and intentions of all parties hereto. When permitted by the context, the singular includes the plural and vice versa.
Appears in 1 contract
Samples: Security Agreement (Brightstar Information Technology Group Inc)
Lenders Rights and Remedies. 8.1 Upon the occurrence of an any Event of Default by Borrower under this Agreement, Lender may, at its election, without notice of its election to and without demanddemand upon Borrower, do any one or more of the following, all of which are authorized by Borrower:
a. (a) Declare Borrower's Indebtednessall Obligations, whether evidenced by this Agreement, installment notes, demand notes Agreement or otherwise, immediately due and payable to Lenderpayable;
b. (b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between to which Borrower and LenderLender are party;
c. (c) Terminate this Agreement as to any future liability or obligation of Lender, but without affecting Lender's rights and rights, security Interests in the Propertyinterests, and liens in, on and to the Indebtedness of Collateral and without affecting the Obligations owing by Borrower to Lender;
d. Without notice to or demand upon Borrower or any guarantor, make (d) Make such payments and do such acts as Lender considers necessary or reasonable to protect its lien upon security interest in the PropertyCollateral. Borrower agrees to assemble the Collateral if Lender so requires, and to make the Collateral available to Lender as Lender may designate. Borrower authorizes Lender to enter the Propertypremises where the Collateral is located, take and maintain possession of the Property (at no charge to Lender)Collateral, or any part thereofof it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien security interests and liens and to pay all expenses incurred in connection therewith;
(e) To the extent, if any, that the same do not constitute Collateral, Lender is hereby granted a license or other right to use, without charge, all of Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit;
(f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral;
(g) ell the Collateral at either public or private sales, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including the Premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral be present at any such sale;
(h) Lender shall give notice of the disposition of the Collateral as follows:
(i) Lender shall give Borrower and each holder of a security interest in the Collateral who has filed with Lender a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made;
(ii) The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in Section 11 of this Agreement, at least five (5) calendar days before the date fixed for the sale, or at least five (5) calendar days before the date on or after which the private sale or other disposition is be made, unless the Collateral is perishable or threatens to decline speedily in value. Notice to Persons other than Borrower claiming an interest in the Collateral shall be sent to such addresses as they have furnished to Lender;
(iii) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least five (5) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held;
(i) Lender may bid (by credit bidding, bidding or bidding in any way permitted by applicable law) and purchase at any public sale;
(j) Borrower shall pay all Expenses incurred in connection with Lender's enforcement and exercise of any of its rights and remedies as herein provided, whether or not suit is commenced by Lender; and
(k) Any deficiency which exists after disposition of the Collateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the rights of third parties, to Borrower by Lender.
8.2 Lender's rights and remedies under this Agreement and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law law, or in equity. No exercise by Lender of one right or remedy shall be deemed an election, and no waiver by Lender of any default on Borrower's part shall be deemed a continuing waiver. No delay by Lender shall constitute a waiver, election or acquiescence by Lenderit.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Us Automotive Manufacturing Inc)
Lenders Rights and Remedies. 8.1 Upon the occurrence of an Event of Default under Section 8.1(f), without notice by Borrower under this AgreementLender to, or demand by Lender of, Borrower, all of Borrower's Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may accelerate all of Borrower's Liabilities and same shall be due and payable forthwith and/or Lender may terminate the Revolving Commitment and any other commitments to provide any financing hereunder. Lender may, at in its election, without notice of its election sole and without demand, do absolute discretion: (a) exercise any one or more of the followingrights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of the relevant state or states or other applicable jurisdiction, all and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of which are authorized by Borrower:
a. Declare law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may be located, and without charge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower's Indebtednessbooks and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, whether evidenced preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof by this Agreementone or more contracts at one or more public or private sales for cash or credit, installment notesprovided, demand notes however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender; and (d) require Borrower to assemble the Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the rights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may direct any or all accounts debtors, secondary obligors and other obligors to make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, immediately due and payable to Lender;
b. Cease advancing money upon any terms or extending credit to conditions, any and all Accounts or for other obligations included in the benefit of Borrower under this Agreement, Collateral and thereby discharge or release the account debtor or any secondary obligors or other agreement between Borrower and Lender;
c. Terminate this Agreement as to obligors in respect thereof without affecting any future liability of Borrower's Liabilities, (3) demand, collect or obligation enforce payment of Lenderany Accounts or such other obligations, but without affecting any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at Lender's rights request, all invoices and security Interests in statements sent to any Account Debtor shall state that the Property, Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the Indebtedness sale and delivery of Borrower goods or the performance of services giving rise to Lender;
d. Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts Accounts as Lender considers necessary or reasonable to protect its lien upon the Propertymay require. Borrower authorizes Lender to enter the Property, take and maintain possession All of the Property (at no charge to Lender), or any part thereof, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien and to pay all expenses incurred in connection therewith;
8.2 Lender's rights and remedies under this Loan Agreement and all other agreements shall be cumulativethe Other Agreements are cumulative and non-exclusive. Lender shall have all other rights and remedies not inconsistent herewith as provided by law Exercise or in equity. No partial exercise by Lender of one right or remedy more of its rights or remedies shall not be deemed an election, and no waiver by nor bar Lender from subsequent exercise or partial exercise of any default on Borrower's part shall other rights or remedies. Lender agrees to give notice of any sale to Borrower at least ten (10) days prior to any public sale or at least ten (10) days before the time after which any private sale may be deemed held. Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place of such postponed or adjourned sale, without being required to give a continuing waivernew notice of sale. No delay by Borrower agrees that Lender shall constitute a waiver, election or acquiescence by Lenderhas no obligation to preserve rights against prior parties to the Collateral.
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