Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, the Trustee or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee for such time as the Trustee may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such (ii) to take possession of any Debtor's original books and records, to obtain access to any Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any Debtor's mail to an address designated by the Trustee and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor's books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee or its designees such books and records, and to follow the Trustee's instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of the Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it available to the Trustee at any place or places designated by the Trustee which is reasonably convenient to the Trustee in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the Trustee, (B) store and keep any Collateral so delivered to the Trustee at such place or places pending further action by the Trustee, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee's offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee may deem commercially reasonable.
Appears in 1 contract
Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, subject to the Trustee rights of the Senior Lender and the obligations of the Debtors under the Senior Loan Documents and the Subordination Agreement, Secured Party or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee Secured Party for such time as the Trustee Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such
such Debtor and (ii) to take possession of any each Debtor's original books and records, to obtain access to any such Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee Secured Party deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any Debtor's mail to an address designated by the Trustee and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor's books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee or its designees such books and records, and to follow the Trustee's instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuingcontinuing and subject to the rights of the Senior Lender and the obligations of the Debtors under the Senior Loan Documents and the Subordination Agreement, the Trustee Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral).
(c) Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and also may: such notice shall (i) require any Debtor todescribe Secured Party and such Debtor, and each Debtor hereby agrees (ii) describe the Collateral that it will, at its expense and upon request is the subject of the Trustee forthwithintended disposition, assemble all or part (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to an accounting of the Collateral as directed by Obligations and state the Trustee and make it available to the Trustee at any place or places designated by the Trustee which is reasonably convenient to the Trustee in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the Trusteecharge, (B) store and keep any Collateral so delivered to the Trustee at such place or places pending further action by the Trusteeif any, for an accounting, and (Cv) while Collateral shall state the time and place of any public disposition or the time after which any private sale is to be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in made. At any deposit account and apply such monies in payment sale of the Obligations; and Collateral, if permitted by law, Secured Party may bid (iiiwhich bid may be, in whole or in part, in the form of cancellation of indebtedness) without notice except as specified below, sellfor the purchase, lease, license or otherwise dispose other disposition of the Collateral or any part portion thereof by one for the account of Secured Party. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or more contracts, in one or more parcels other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private salesale from time to time by announcement at the time and place fixed therefor, and such sale may, without the necessity of gathering further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted.
(d) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the property Collateral and any cash held in any Deposit Account shall be applied in accordance with the applicable provisions of the Note Agreement, subject to be sold, at the terms of the Subordination Agreement.
(e) Each Debtor acknowledges and agrees that a breach of any of the Trustee's offices covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of each Debtor contained in this Agreement, that the covenants of each Debtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor.
(f) No failure or elsewheredelay on the part of Secured Party in the exercise of any power, at right or privilege hereunder shall impair such time power, right or timesprivilege or be construed to be a waiver of any default or acquiescence therein, for cashnor shall any single or partial exercise of any such power, on credit right or for future deliveryprivilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and at such price not exclusive of, any rights or prices and upon such other terms as the Trustee may deem commercially reasonableremedies otherwise available.
Appears in 1 contract
Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, the Trustee Secured Party or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable lawApplicable Law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any a Debtor or where the Collateral is located (or is believed to be located) ), subject to Applicable Law, until the Secured Obligations are paid in full without any obligation to pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee Secured Party for such time as the Trustee Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such
such Debtor; (ii) to take possession of any such Debtor's ’s original books and records, to obtain access to any such Debtor's ’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee Secured Party deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any such Debtor's ’s mail to an address designated by the Trustee Secured Party and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor's ’s books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee Secured Party to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee Secured Party or its designees such books and records, and to follow the Trustee's Secured Party’s instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuing, the Trustee Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein herein, in the Purchase Agreement or otherwise available to it, all the rights and remedies of the Trustee Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any each Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of the Trustee Secured Party forthwith, assemble all or part of the Collateral as directed by the Trustee Secured Party and make it available to the Trustee Secured Party at any place or places designated by the Trustee Secured Party which is reasonably convenient to the Trustee Secured Party in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the TrusteeSecured Party, (B) store and keep any Collateral so delivered to the Trustee Secured Party at such place or places pending further action by the TrusteeSecured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account Deposit Account and apply such monies in payment of the Secured Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee's Secured Party’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee Secured Party may deem commercially reasonable. Secured Party shall have no obligation to marshal any Collateral in favor of the any Debtor or any other Credit Party.
(c) Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Secured Party and the applicable Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Secured Party (on behalf of Secured Party and the Purchaser). Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted.
(d) If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Secured Party, without limiting any other authorizations or empowerments contained in any of the other Transaction Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder).
(e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in accordance with the applicable provisions of the Purchase Agreement.
(f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of such Debtor contained in this Agreement, that the covenants of such Debtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor.
(g) No failure or delay on the part of any party hereto in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Appears in 1 contract
Samples: Security Agreement (Tel Instrument Electronics Corp)
Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, the Trustee or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any the Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such the Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee for such time as the Trustee may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such
the Debtor; (ii) to take possession of any the Debtor's original books and records, to obtain access to any the Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any the Debtor's mail to an address designated by the Trustee and to receive, open and dispose of all mail addressed to such the Debtor. If any the Debtor's books and records are prepared or maintained by an accounting service, contractor or other third party agent, such the Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee or its designees such books and records, and to follow the Trustee's instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any the Debtor to, and each the Debtor hereby agrees that it will, at its expense and upon request of the Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it available to the Trustee at any place or places designated by the Trustee which is reasonably convenient to the Trustee in which event such the Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the Trustee, (B) store and keep any Collateral so delivered to the Trustee at such place or places pending further action by the Trustee, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee's offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee may deem commercially reasonable.
(c) The Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe the Trustee and the Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, the Trustee may bid (which bid may be, in whole or in part, in the form of discharge of the Debtor's Obligations) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Trustee (on behalf of the Holders). The Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Trustee may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted.
(d) If an Event of Default has occurred and is continuing, the Debtor hereby irrevocably authorizes and empowers the Trustee, without limiting any other authorizations or empowerments contained in the Indenture or any of the other Security Documents, to assert, either directly or on behalf of the Debtor, any claims the Debtor may have, from time to time, against any other party to any of the agreements to which the Debtor is a party or to otherwise exercise any right or remedy of the Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of the Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by the Debtor thereunder).
(e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any deposit account shall be applied in accordance with the applicable provisions of the Indenture.
(f) The Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to the Trustee and that the Trustee has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Trustee to seek and obtain specific performance of other obligations of the Debtor contained in this Agreement, that the covenants of the Debtor contained in the Sections referred to in this Section shall be specifically enforceable against the Debtor.
(g) No failure or delay on the part of the Trustee or any Holder in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Appears in 1 contract
Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, the Trustee Secured Party or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full this Agreement is terminated pursuant to Section 22 without any obligation to pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee Secured Party or its agents for such time as the Trustee Secured Party may desire in order to effectively collect or liquidate the Collateral Collateral, and to use in connection with such removal any and all services, supplies and other facilities of such
Debtor; (ii) to take possession of any Debtor's ’s original books and records, to obtain access to any Debtor's ’s data processing equipment, computer hardware and Software relating to the Collateral and to use or disclose all of the foregoing and the information contained therein in any manner the Trustee Secured Party deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any Debtor's ’s mail to an address designated by the Trustee Secured Party and to receive, open and dispose of all mail addressed to Debtor (subject to any Intercreditor Agreement granting to any Senior Lender (or its agent) such Debtorright for the benefit of the Senior Lenders and Secured Party), in which event Debtor shall have the right to receive copies of all mail received by Secured Party. If any Debtor's ’s books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee Secured Party to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee Secured Party or its designees such books and records, and to follow the Trustee's Secured Party’s instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuing, the Trustee Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of the Trustee Secured Party forthwith, assemble all or part of the Collateral as directed by the Trustee Secured Party and make it available to the Trustee Secured Party at any place or places designated by the Trustee Secured Party which is reasonably convenient to the Trustee Secured Party in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the TrusteeSecured Party, (B) store and keep any Collateral so delivered to the Trustee Secured Party at such place or places pending further action by the TrusteeSecured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account Deposit Account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any the offices of the Trustee's offices Secured Party or its attorneys or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee Secured Party may deem commercially reasonablereasonable and in accordance with the UCC.
(c) Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Secured Party and Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Secured Party. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and has no obligation to provide any warranties to the buyer at such sale. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted.
(d) If an Event of Default has occurred and is continuing, Debtor hereby irrevocably authorizes and empowers Secured Party, without limiting any other authorizations or empowerments contained in any of the other Collateral Documents, to assert, either directly or on behalf of Debtor, any Account, Instrument, agreement, document, right or claim Debtor may have from time to time against any other party thereto or any other Person, or to otherwise exercise any right or remedy of Debtor thereunder (including, without limitation, the right to enforce directly against any Person all of Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by Debtor thereunder), subject to any Intercreditor Agreement. Debtor hereby absolutely, unconditionally, irrevocably and expressly forever waives (to the fullest extent permitted by applicable law) each and every claim or defense, and agrees that Debtor shall not assert or pursue (by action, suit, counterclaim or otherwise) any claim or defense, respecting (i) any settlement or compromise made by Secured Party with any obligor or other third party under any Account, Instrument, agreement, document or General Intangible included in the Collateral, irrespective of any reduction in the potential proceeds therefrom.
(e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations (other than principal and interest) and expenses (including attorney’s expenses and fees) incurred by or owing to Secured Party with respect to this Agreement, the other Note Documents or the Collateral, including all costs and expenses of any sale or other disposition; second, to accrued and unpaid interest on the Obligations; and third, to the principal amount of the Obligations. Any balance remaining after giving effect to such application shall be delivered to Debtor or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. If the amount of the proceeds received shall be insufficient to pay and satisfy all of the Obligations in full, Debtor acknowledges and agrees that Debtor shall remain and be liable for any deficiency in the Obligations.
(f) If an Event of Default has occurred and is continuing, Secured Party may exercise any voting, consent, enforcement or other right, power, privilege, remedy or interest of Debtor pertaining to any item of Collateral to the same extent as if Secured Party were the outright owner thereof, including (without limitation) any right that a record or beneficial owner of any Collateral may have, provided that Secured Party shall not be entitled to exercise any of the voting rights of Debtor pertaining to any equity interest in any Subsidiary of Debtor unless and until the Secured Party has given specific written notice to Debtor of Secured Party’s election to exercise one or more, or all, such voting rights.
(g) Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of Debtor contained in this Agreement, that the covenants of Debtor contained in the Sections referred to in this Section shall be specifically enforceable against Debtor.
(h) No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Appears in 1 contract
Samples: Security Agreement (Axesstel Inc)
Remedial Provisions. (a) Upon Following the occurrence and during the continuance of an Event of Default, the Trustee Secured Party or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any the Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such the Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee Secured Party for such time as the Trustee Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such
the Debtor; (ii) to take possession of any the Debtor's ’s original books and records, to obtain access to any the Debtor's ’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee Secured Party deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any the Debtor's ’s mail to an address designated by the Trustee Secured Party and to receive, open and dispose of all mail addressed to such the Debtor. If any the Debtor's ’s books and records are prepared or maintained by an accounting service, contractor or other third party agent, such the Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee Secured Party to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee Secured Party or its designees such books and records, and to follow the Trustee's Secured Party’s instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuing, the Trustee Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any the Debtor to, and each the Debtor hereby agrees that it will, at its expense and upon request of the Trustee Secured Party forthwith, assemble all or part of the Collateral as directed by the Trustee Secured Party and make it available to the Trustee Secured Party at any place or places designated by the Trustee Secured Party which is reasonably convenient to the Trustee Secured Party in which event such the Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the TrusteeSecured Party, (B) store and keep any Collateral so delivered to the Trustee Secured Party at such place or places pending further action by the TrusteeSecured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account Deposit Account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee's Secured Party’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee Secured Party may deem commercially reasonable. Secured Party shall have no obligation to marshal any Collateral in favor of the Debtor or any other Credit Party.
(c) The Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Secured Party and the Debtor,
Appears in 1 contract
Samples: Security Agreement (FNDS3000 Corp)
Remedial Provisions. (a) Upon Following the occurrence and during the continuance of an Event of Default, the Trustee Secured Party or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any the Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such the Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee Secured Party for such time as the Trustee Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such
the Debtor; (ii) to take possession of any the Debtor's ’s original books and records, to obtain access to any the Debtor's ’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee Secured Party deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any the Debtor's ’s mail to an address designated by the Trustee Secured Party and to receive, open and dispose of all mail addressed to such the Debtor. If any the Debtor's ’s books and records are prepared or maintained by an accounting service, contractor or other third party agent, such the Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee Secured Party to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee Secured Party or its designees such books and records, and to follow the Trustee's Secured Party’s instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuing, the Trustee Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any the Debtor to, and each the Debtor hereby agrees that it will, at its expense and upon request of the Trustee Secured Party forthwith, assemble all or part of the Collateral as directed by the Trustee Secured Party and make it available to the Trustee Secured Party at any place or places designated by the Trustee Secured Party which is reasonably convenient to the Trustee Secured Party in which event such the Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the TrusteeSecured Party, (B) store and keep any Collateral so delivered to the Trustee Secured Party at such place or places pending further action by the TrusteeSecured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account Deposit Account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee's Secured Party’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee Secured Party may deem commercially reasonable. Secured Party shall have no obligation to marshal any Collateral in favor of the Debtor or any other Credit Party.
(c) The Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Secured Party and the Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Secured Party. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted.
(d) If an Event of Default has occurred, the Debtor hereby irrevocably authorizes and empowers Secured Party, without limiting any other authorizations or empowerments contained in any of the other Transaction Documents, to assert, either directly or on behalf of the Debtor, any claims the Debtor may have, from time to time, against any other party to any of the agreements to which the Debtor is a party or to otherwise exercise any right or remedy of the Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of the Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by the Debtor thereunder).
(e) If an Event of Default has occurred, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied as determined by the Secured Party in its sole discretion.
(f) The Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of the Debtor contained in this Agreement, that the covenants of the Debtor contained in the Sections referred to in this Section shall be specifically enforceable against the Debtor.
(g) No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Appears in 1 contract
Samples: Security Agreement (FNDS3000 Corp)
Remedial Provisions. (a) Upon Following the occurrence and during the continuance of an Event of Default, the Trustee Secured Party shall have any and all rights and remedies available at law or in equity, including, without limitation, all rights and remedies of a secured party under the UCC. Following the occurrence of an Event of Default, Secured Party or its attorneys shall have the right right, without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any either Debtor or where the Collateral is located (or is believed to be located) until the Secured Obligations are paid in full and satisfied without any obligation to pay rent to such either Debtor, to manufacture syringes and other products, to assume Debtor’s rights under the Equipment IPR, and to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee Secured Party for such time as the Trustee Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such
Debtors; and (ii) to take possession of any Debtor's original ’s books and recordsrecords related to the Collateral, to obtain access to any Debtor's Debtors’ data processing equipment, computer hardware and Software software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee deems reasonably appropriate; and (iii) to notify postal authorities to change the address for delivery of any Debtor's mail to an address designated by the Trustee and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor's books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee to such Person that an Event of Default has occurred and is continuing, to deliver to the Trustee or its designees such books and records, and to follow the Trustee's instructions with respect to further services to be rendered.
(b) If any Event of Default shall have occurred and be continuing, the Trustee may Secured Party may, exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any Debtor Debtors to, and each Debtor hereby agrees that it will, at its expense and upon request of the Trustee Secured Party forthwith, assemble all or part of the Collateral as directed by the Trustee Secured Party and make it available to the Trustee Secured Party at any place or places designated by the Trustee Secured Party which is reasonably convenient to the Trustee Secured Party in which event such Debtor Debtors shall at its their own expense (A) forthwith cause the same to be moved to the place or places so designated by the TrusteeSecured Party, (B) store and keep any Collateral so delivered to the Trustee Secured Party at such place or places pending further action by the TrusteeSecured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in In good condition; and (ii) withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee's Secured Party’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Trustee Secured Party may deem commercially reasonable. Secured Party shall have no obligation to marshal any Collateral in favor of cither Debtor or any other Person. Debtors agree that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale. At any sale of the Collateral, if permitted by law, Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Secured Party. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. If an Event of Default has occurred, each Debtor hereby irrevocably authorizes and empowers Secured Party, to assert, either directly or on behalf of Debtor, any claims such Debtor may have, from time to time, against any other party to any of the Agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such Agreements (including, without limitation, the right to enforce directly against any party to any such Agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). If an Event of Default has occurred, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral shall be applied as determined by the Secured Party in its reasonable discretion. Debtors acknowledge and agree that a material breach by either or both of them of any of the covenants contained in 0, 0 and 0 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of Debtors contained in this Agreement, that the covenants of Debtors contained in such Sections shall be specifically enforceable against Debtors. No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Appears in 1 contract
