Remedies Generally. The Borrower agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect): (a) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same; (b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto; (d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof; (e) pay and discharge taxes, Liens or claims on or against any of the Collateral; (f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same; (g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral; (h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or (i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expense.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Royal Energy Resources, Inc.), Pledge and Security Agreement (Royal Energy Resources, Inc.), Pledge and Security Agreement (Royal Energy Resources, Inc.)
Remedies Generally. The Borrower agrees that, if any If an Event of Default shall have occurred and be continuing, then Pledgee shall thereafter have the following rights and in every such case, subject remedies (to any mandatory requirements of the extent permitted by applicable law then in effect, the Secured Party, law) in addition to the rights and remedies of a secured party under the UCC, all such rights and remedies being cumulative, not exclusive, and enforceable alternatively, successively or concurrently, at such time or times as Pledgee deems expedient:
(a) if Pledgee so elects, without notice to the applicable Pledgor, Pledgee may vote any rights now or hereafter existing under applicable law, all shares of the Pledged Shares (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, if Pledgee so elects, for the liquidation of the assets of the Issuer thereof, and give all rights consents, waivers and ratifications in respect of the Pledged Shares and otherwise act with respect thereto as a secured creditor under though it were the UCC outright owner thereof (each Pledgor hereby irrevocably constituting and appointing Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do so);
(b) Pledgee may demand, xxx for, collect or make any compromise or settlement Pledgee deems suitable in all relevant jurisdictions respect of any Pledged Collateral;
(c) Pledgee may sell, resell, assign and may exercise deliver, or otherwise dispose of any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable Pledged Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ attorneys such entities or other authorized representativespersons as Pledgee thinks expedient, immediately retake possession of the Collateral all without demand for performance by any Pledgor or any part thereof from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of advertisement whatsoever except as expressly provided herein or as may otherwise be required by law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw Pledgee may cause all or any part of the Pledged Shares to be transferred into its name or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;name of its nominee or nominees; and
(e) pay Pledgee may set off or otherwise apply or credit against the Secured Obligations any and discharge taxesall sums deposited with it or held by it. Until all Secured Obligations are Paid in Full, Liens or claims on or against the power of sale and all other rights, powers and remedies granted to Pledgee hereunder shall continue to exist and may be exercised by Pledgee at any of the Collateral;
(f) pay, perform or satisfy, or cause time and from time to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and time pursuant to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expenseterms hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Daegis Inc.), Loan and Security Agreement (Unify Corp)
Remedies Generally. The Borrower agrees that, if any Event If a Notice of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then Acceleration is in effect, the Collateral Trustee, on behalf of the Secured PartyParties, may, upon the direction of the Directing Parties, as provided herein, exercise, in addition to all other rights and remedies granted to the Collateral Trustee in the Trust Security Documents and in any rights now other instrument or hereafter existing under applicable lawagreement securing, shall have evidencing or relating to the Secured Obligations, all rights as and remedies of a secured creditor party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent not prohibited by law), may, subject in all relevant jurisdictions and may exercise any or all cases to the right to request the direction of the following rights (all of which Directing Parties as provided herein, in such circumstances forthwith collect, receive, appropriate and realize upon the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personallyCollateral, or by agents’ attorneys any part thereof, and/or may forthwith sell, lease, assign, give option or other authorized representativesoptions to purchase, immediately retake possession or otherwise dispose of and deliver the Collateral or any part thereof from the Borrower (or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where contract to do any of the Collateral is located and remove the same;
(b) sellforegoing), assign in one or otherwise liquidatemore parcels at public or private sale or sales, at any exchange, broker’s board or direct the Borrower to sell, assign or otherwise liquidate, any or all office of the Collateral Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. If a Notice of Acceleration is in effect, if so directed by the Directing Parties, the Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to bid for or purchase the whole or any part thereofof the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent not prohibited by Applicable Law, and take possession if both Primary Holder Representatives consent, make payment on account thereof by using any claim then due and payable to the Secured Parties by such Grantor as a credit against the purchase price (for the avoidance of doubt, without having to obtain the consent thereto of any Secured Parties other than the both Primary Holder Representatives), and the Collateral Trustee may, upon compliance with the terms of sale, hold, retain and dispose of property purchased in a manner provided above without further accounting to any Grantor therefor. Each Grantor further agrees, when a Notice of Acceleration is in effect, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Trustee shall apply the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application action taken by it pursuant to the Secured Obligations Trust Security Documents in accordance with Section 7.05 hereof;
(e) pay 3. To the extent permitted by applicable law, each Grantor waives all claims, damages and discharge taxes, Liens demands it may acquire against the Collateral Trustee or claims on or against any Secured Party arising out of the Collateral;
(f) payexercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, perform such notice shall be deemed reasonable and proper if given at least 10 days before such sale or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensedisposition.
Appears in 2 contracts
Samples: Collateral Trust and Intercreditor Agreement (American Capital, LTD), Collateral Trust and Intercreditor Agreement (American Capital, LTD)
Remedies Generally. The Borrower Each Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured PartyAdministrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower each Grantor hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ , attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower such Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrowersuch Grantor’s or such other Person’s premises where any of the Collateral is located and remove the samesame and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor;
(b) instruct the obligor or obligors on any Account Receivable, agreement, instrument or other obligation (including, without limitation, account debtors) constituting the Collateral to make any payment required by the terms of such Account Receivable, agreement, instrument or other obligation directly to the Administrative Agent and/or directly to a lockbox under the sole dominion and control of the Administrative Agent;
(c) sell, assign or otherwise liquidate, or direct the Borrower such Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(cd) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(de) withdraw any or all monies, securities and/or instruments in any Controlled Securities Collateral Account for application to the Secured Obligations in accordance with Section 7.05 8.05 hereof;
(ef) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(fg) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrowerany Grantor, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower such Grantor under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower such Grantor fails or refuses to perform or satisfy the same;
(gh) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(hi) make any compromise or settlement the Secured Party Administrative Agent reasonably deems desirable or necessary with respect to any of the Collateral; and/or
(ij) take possession of the Collateral or any part thereof, by directing the Borrower such Grantor or any other Person in possession thereof in writing to deliver the same to the Secured Party Administrative Agent at any place or places designated by the Secured PartyAdministrative Agent, in which event the Borrower such Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 8.02, and
(iii) while the 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 them in substantially the same condition prior to such action; it being understood that such Grantor’s obligation to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Purple Innovation, Inc.), Pledge and Security Agreement (Lemaitre Vascular Inc)
Remedies Generally. The Borrower agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of (a) To the extent permitted by applicable law then in effectand the Security Agreement, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable waives presentment, demand, protest or any notice of any kind in connection with this Collateral Agency Agreement, any Collateral, each Closed-End Exchange Note and each other instrument issued pursuant to any Receivables Financing Agreement or Exchange Note Supplement.
(b) The Borrower hereby irrevocably constitutes and appoints the Closed-End Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of the Borrower, from time to time in the Closed-End Collateral Agent’s discretion, for the purpose of carrying out the terms of this Collateral Agency Agreement and the Collateral Documents, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives the Closed-End Collateral Agent the power and right on behalf of the Borrower, without notice to or assent by the Borrower, to do the following:
(i) ask for, demand, sxx for, collect, receive and/or give acquittance for any and all money due or to become due upon or by virtue hereof and thereof;
(ii) receive, take, endorse, assign and/or deliver any and all checks, notes, drafts, acceptances, documents and/or other negotiable and non-negotiable instruments and chattel paper taken or received by the Closed-End Collateral Agent in connection herewith and therewith;
(iii) commence, file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith, in each case relating to the fullest extent permitted under applicable law now or hereafter in effect):Collateral;
(aiv) personallysell, transfer, assign and/or otherwise deal in or by agents’ attorneys or other authorized representatives, immediately retake possession of with the Collateral or any part thereof from as fully and effectually as if the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Closed-End Collateral Agent were the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the sameabsolute owner thereof;
(bv) sellmake demands, assign or otherwise liquidategive consents and releases, or direct the Borrower to sell, assign or otherwise liquidate, and/or exercise any or all of other rights contemplated and/or permitted by the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidationDocuments;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expense.
Appears in 2 contracts
Samples: Collateral Agency Agreement (World Omni LT), Collateral Agency Agreement (World Omni LT)
Remedies Generally. The Borrower agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of (a) To the extent permitted by applicable law then in effectand the Security Agreement, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable waives presentment, demand, protest or any notice of any kind in connection with this Collateral Agency Agreement, any Collateral, each Closed-End Exchange Note and each other instrument issued pursuant to any Receivables Financing Agreement or Exchange Note Supplement.
(b) The Borrower hereby irrevocably constitutes and appoints the Closed-End Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of the Borrower, from time to time in the Closed-End Collateral Agent’s discretion, for the purpose of carrying out the terms of this Collateral Agency Agreement and the Collateral Documents, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives the Closed-End Collateral Agent the power and right on behalf of the Borrower, without notice to or assent by the Borrower, to do the following:
(i) ask for, demand, xxx for, collect, receive and/or give acquittance for any and all money due or to become due upon or by virtue hereof and thereof;
(ii) receive, take, endorse, assign and/or deliver any and all checks, notes, drafts, acceptances, documents and/or other negotiable and non-negotiable instruments and chattel paper taken or received by the Closed-End Collateral Agent in connection herewith and therewith;
(iii) commence, file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith, in each case relating to the fullest extent permitted under applicable law now or hereafter in effect):Collateral;
(aiv) personallysell, transfer, assign and/or otherwise deal in or by agents’ attorneys or other authorized representatives, immediately retake possession of with the Collateral or any part thereof as fully and effectually as if the Closed-End Collateral Agent were the absolute owner thereof;
(v) make demands, give consents and releases, and/or exercise any other rights contemplated and/or permitted by the Collateral Documents;
(vi) do, at its option and at the expense and for the account of the Borrower, at any time and from time to time, all acts and things that the Closed-End Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral; and
(vii) in the circumstances described in clause (d) below, perform the affirmative obligations of the Borrower hereunder; provided, however, that, the Closed-End Collateral Agent will not take any of the actions described in clauses (i) through (vi) unless the Closed-End Collateral Agent has received (A) a Default Notice or (B) a notice of unmatured default under, or with respect to, any Warehouse Facility or Closed-End Exchange Note arising from either (1) a failure to pay timely principal and interest with respect thereto or (2) the bankruptcy or insolvency of the Borrower or any Closed-End Servicer, in either case from a Warehouse Facility Lender (and only for so long as such Default Notice or other Person who then notice has possession not been withdrawn). The Borrower acknowledges that the foregoing power of any part thereof attorney is coupled with an interest and is irrevocable.
(c) Upon receipt of a Default Notice, but subject to this Article VIII, (i) the Closed-End Collateral Agent shall have the right and power to institute and maintain such suits and proceedings as it or without notice the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) may deem appropriate to protect and enforce the rights vested in it by this Collateral Agency Agreement and each Collateral Document and (ii) the Closed-End Collateral Agent may proceed by suit or process of lawsuits at law or in equity to enforce such rights, and for that purpose may enter foreclose upon the Borrower’s Collateral and/or sell all or such other Person’s premises where any of the Collateral is located and remove under the same;
judgment or decree of a court of competent jurisdiction, provided that nothing in this Section 8.2 shall be construed to impose a duty on the Closed-End Collateral Agent to take any discretionary action without first receiving direction from the Required Secured Parties (b) sellor, assign or otherwise liquidateif the Required Warehouse Lenders constitute the Required Secured Parties, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;Deal Agent on their behalf).
(d) withdraw If at any time the Borrower fails to perform any agreement contained herein or all securities and/or instruments in any Controlled Securities Account for application Collateral Document, the Closed-End Collateral Agent may, after not less than five Business Days’ notice to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxesBorrower of its intent to do so, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfyitself perform, or cause to be paidthe performance of, performed or satisfiedsuch agreement, for and the benefit reasonable expenses of the Borrower, any of the obligations, terms, covenants, provisions or conditions to Closed-End Collateral Agent incurred in connection therewith shall be paid, observed, performed or satisfied payable by the Borrower under any contract, agreement or instrument relating pursuant to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expenseSection 2.3.
Appears in 2 contracts
Samples: Collateral Agency Agreement (World Omni LT), Collateral Agency Agreement (World Omni Auto Leasing LLC)
Remedies Generally. The Borrower agrees that, if any (a) Upon the occurrence of an ------------------ Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effectDefault, the Secured PartyCompany shall be deemed to have, in addition to automatically, without any rights now further act by the Company, irrevocably constituted and appointed the Trustee and any officer or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all agent of the following rights Trustee with full power of substitution, as its true and lawful attorney-in-fact (all of which the Borrower hereby agrees is commercially reasonable subject, however, to the fullest terms and conditions of the Subordination Agreement) with full power and authority in the name of the Company or its own name, from time to time in the Trustee's discretion for the purpose of carrying out the terms of the Collateral Documents, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives the Trustee the power and right on behalf of the Company, without notice to or assent by the Company, to do (to the extent permitted under applicable law now or hereafter in effect):the Collateral Documents and subject to the terms and conditions of the Subordination Agreement) the following:
(ai) personallyto ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due upon or by agents’ attorneys virtue hereof and thereof;
(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non- negotiable instruments and chattel paper taken or other authorized representativesreceived by the Trustee in connection herewith and therewith;
(iii) to commence, immediately retake possession file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith;
(iv) to sell, transfer, assign, lease or rent all or any portion of or otherwise deal in or with the Collateral or any part thereof from as fully and effectually as if the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Trustee were the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the sameabsolute owner thereof;
(bv) sellto make demands, assign give consents and releases or otherwise liquidatepartial releases, and to exercise any other rights contemplated or direct permitted by the Borrower Collateral Documents; and
(vi) to selldo, assign or otherwise liquidate, any or all at its option and at the expense and for the account of the Collateral Company, at any time and from time to time, all acts and things which it deems necessary to protect or any part thereof, preserve and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of realize upon the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expense.
Appears in 1 contract
Samples: Collateral Trust Agreement (New Horizons of Yonkers Inc)
Remedies Generally. (a) Upon the occurrence and during the continuation of a Fundamental Event of Default:
(i) each Grantor shall, at the request of the Collateral Agent, assemble movable Collateral owned by it (and not otherwise in the possession of the Collateral Agent), if any, at such place or places, reasonably convenient to both the Collateral Agent and the applicable Grantor, designated in such request;
(ii) the Collateral Agent (acting at the direction of the Secured Parties or otherwise in accordance with the Credit Agreement) may (but shall not be obligated to), without notice to any Grantor (except as required by applicable law) and at such times as the Collateral Agent in its sole judgment may determine, exercise any or all of any Grantor’s rights in, to and under, or in any way connected to, the Collateral (including the performance of SusOils’ obligations, and the exercise of SusOils’ rights and remedies, under the Assigned Agreements), and the Collateral Agent shall otherwise have and may (but shall not be obligated to) exercise all of the rights, powers, privileges and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights, powers, privileges and remedies are asserted) and such additional rights, powers, privileges and remedies to which a secured party is entitled under the laws or equity in effect in any jurisdiction where any rights, powers, privileges and remedies hereunder may be asserted, including the right, to the maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and the Grantors agree to take all such action as may be appropriate to give effect to such right);
(iii) the Collateral Agent may (but shall not be obligated to) make any reasonable compromise or settlement it deems desirable with respect to any of the Collateral and may (but shall not be obligated to) extend the time of payment, arrange for payment in installments, or otherwise modify the terms, of all or any part of the Collateral;
(iv) the Collateral Agent may (but shall not be obligated to), in its name or in the name of any Grantor or otherwise, demand, sue 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;
(v) the Collateral Agent may (but shall not be obligated to) sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Secured Parties deem reasonable, and for cash or for credit or for future delivery (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 by applicable statute and cannot be waived). If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Borrower agrees Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the maximum extent permitted by applicable 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 Grantors, any such demand, notice and right or equity being hereby expressly waived and released to the maximum extent permitted 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 sale may be so adjourned; and
(vi) the Collateral Agent may (but shall not be obligated to), to the full extent provided by law, have a court having jurisdiction appoint a receiver, which receiver shall take charge and possession of and protect, preserve and replace the Collateral or any part thereof, and manage and operate the same, and receive and collect all income, receipts, royalties, revenues, issues and profits therefrom (it being agreed that each Grantor irrevocably consents and shall be deemed to have hereby irrevocably consented to the appointment thereof, and upon such appointment, it shall immediately deliver possession of such Collateral to such receiver).
(b) The proceeds of each collection, sale or other disposition under this Agreement shall be applied in accordance with Section 4.13.
(c) Subject to the terms of the Credit Agreement, each Grantor recognizes that, if any a Fundamental Event of Default shall have occurred and be continuing, then the Collateral Agent may elect to sell all or any part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to 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 Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including a public offering made pursuant to a registration statement under the Securities Act) and the Grantors and the Collateral Agent agree that such private sales shall be made in every such case, subject a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any mandatory requirements Collateral to permit the issuer thereof to register the Collateral for a form of applicable law then in effect, public sale requiring registration under the Securities Act. If the Secured Party, in addition Parties exercise their right to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise sell any or all of the following rights (all of which Collateral, upon written request, the Borrower hereby agrees is commercially reasonable applicable Grantor shall, from time to time, furnish to the fullest extent permitted Collateral Agent all such information as is necessary in order to determine the Collateral and any other instruments included in the Collateral which may be sold by the Collateral Agent as exempt transactions under applicable law now or hereafter the Securities Act and rules of the United States Securities and Exchange Commission thereunder, as the same are from time to time in effect):
(a) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;.
(d) withdraw The Collateral Agent shall within a reasonable period of time thereafter give the Grantors notice of any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with action taken under this Section 7.05 hereof;
(e) pay and discharge taxes4.09; provided, Liens or claims on or against any of the Collateral;
(f) payhowever, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession failure to give such notice shall have no effect on the rights of the Collateral or any part thereof, by directing Agent hereunder and (ii) the Borrower or any other Person in possession thereof in writing Collateral Agent shall not be required to deliver any such notice if any Grantor is the same to subject of a Bankruptcy or if the Secured Party at any place or places designated delivery of such notice is otherwise prohibited by the Secured Party, in which event the Borrower shall at its own expenseapplicable law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Global Clean Energy Holdings, Inc.)
Remedies Generally. The Borrower agrees that, if any Event If a Notice of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then Acceleration is in effect, the Collateral Agent, on behalf of the Secured PartyParties, may, upon the direction of the Applicable Directing Parties, as provided herein, exercise, in addition to all other rights and remedies granted to the Collateral Agent in the Security Documents and in any rights now other instrument or hereafter existing under applicable lawagreement securing, shall have evidencing or relating to the Secured Obligations, all rights as and remedies of a secured creditor party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent not prohibited by law), may, subject in all relevant jurisdictions and may exercise any or all cases to the right to request the direction of the following rights (all of which Applicable Directing Parties as provided herein, in such circumstances forthwith collect, receive, appropriate and realize upon the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personallyCollateral, or by agents’ attorneys any part thereof, and/or may forthwith sell, lease, assign, give option or other authorized representativesoptions to purchase, immediately retake possession or otherwise dispose of and deliver the Collateral or any part thereof from the Borrower (or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where contract to do any of the Collateral is located and remove the same;
(b) sellforegoing), assign in one or otherwise liquidatemore parcels at public or private sale or sales, at any exchange, broker's board or direct the Borrower to sell, assign or otherwise liquidate, any or all office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. If a Notice of Acceleration is in effect, if so directed by the Applicable Directing Parties, the Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to bid for or purchase the whole or any part thereofof the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent not prohibited by Applicable Law, and take possession if a Primary Holder Representative consents, make payment on account thereof by using any claim then due and payable to the Secured Parties represented by such Primary Holder Representative by such Grantor as a credit against the purchase price, and the Collateral Agent may, upon compliance with the terms of sale, hold, retain and dispose of property purchased in a manner provided above without further accounting to any Grantor therefor. Each Grantor further agrees, when a Notice of Acceleration is in effect, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Collateral Agent shall apply the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application action taken by it pursuant to the Secured Obligations Security Documents in accordance with Section 7.05 hereof;
(e) pay 3. To the extent permitted by applicable law, each Grantor waives all claims, damages and discharge taxes, Liens demands it may acquire against the Collateral Agent or claims on or against any Secured Party arising out of the Collateral;
(f) payexercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, perform such notice shall be deemed reasonable and proper if given at least 10 days before such sale or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensedisposition.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (American Capital, LTD)
Remedies Generally. The Borrower Each Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured PartyAdministrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower each Grantor hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower such Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrowersuch Grantor’s or such other Person’s premises where any of the Collateral is located and remove the samesame and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor;
(b) instruct the obligor or obligors on any Account Receivable, agreement, instrument or other obligation (including account debtors) constituting the Collateral to make any payment required by the terms of such Account Receivable, agreement, instrument or other obligation directly to the Administrative Agent and/or directly to a lockbox under the sole dominion and control of the Administrative Agent or to the Collateral Concentration Account;
(c) sell, assign or otherwise liquidate, or direct the Borrower such Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(cd) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(de) withdraw any or all monies, securities and/or instruments in the Collateral Concentration Account or any Controlled Securities Collateral Account for application to the Secured Obligations in accordance with Section 7.05 8.05 hereof;
(ef) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(fg) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrowerany Grantor, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower such Grantor under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower such Grantor fails or refuses to perform or satisfy the same;
(gh) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(hi) make any compromise or settlement the Secured Party Administrative Agent deems desirable or necessary with respect to any of the Collateral; and/or
(ij) take possession of the Collateral or any part thereof, by directing the Borrower such Grantor or any other Person in possession thereof in writing to deliver the same to the Secured Party Administrative Agent at any place or places designated by the Secured PartyAdministrative Agent, in which event the Borrower such Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 8.02, and
(iii) while the 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 them in substantially the same condition prior to such action; it being understood that such Grantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
Appears in 1 contract
Samples: Pledge and Security Agreement (Preferred Apartment Communities Inc)
Remedies Generally. The Borrower agrees that, if If any Event of Default shall have occurred occurs and be is continuing, then and in every such casethe Administrative Agent may, subject to any mandatory requirements or, at the request of applicable law then in effectthe Required Lenders shall, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise take any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/oractions: US\OMARAR\2185v1621.23 9947677.1410
(i) take possession (a) declare the commitment of each Lender to make Loans and any obligation of the Collateral L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(ii) (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document (including, without limitation, the FILO Prepayment Premium, if applicable) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties;
(iii) (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and
(iv) (d) exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Revolving Credit Facility has been designated as “Designated Senior Debt,” and/or under applicable Law; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expenseLender.
Appears in 1 contract
Remedies Generally. The Borrower Each Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured PartyAdministrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower each Grantor hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower such Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrowersuch Grantor’s or such other Person’s premises where any of the Collateral is located and remove the samesame and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor;
(b) instruct the obligor or obligors on any Account Receivable, agreement, instrument or other obligation (including, without limitation, account debtors) constituting the Collateral to make any payment required by the terms of such Account Receivable, agreement, instrument or other obligation directly to the Administrative Agent and/or directly to a lockbox under the sole dominion and control of the Administrative Agent or to the Collateral Concentration Account;
(c) sell, assign or otherwise liquidate, or direct the Borrower such Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(cd) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(de) withdraw any or all monies, securities and/or instruments in the Collateral Concentration Account or any Controlled Securities Collateral Account for application to the Secured Obligations in accordance with Section 7.05 8.05 hereof;
(ef) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(fg) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrowerany Grantor, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower such Grantor under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower such Grantor fails or refuses to perform or satisfy the same;
(gh) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(hi) make any compromise or settlement the Secured Party Administrative Agent deems desirable or necessary with respect to any of the Collateral; and/or
(ij) take possession of the Collateral or any part thereof, by directing the Borrower such Grantor or any other Person in possession thereof in writing to deliver the same to the Secured Party Administrative Agent at any place or places designated by the Secured PartyAdministrative Agent, in which event the Borrower such Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 8.02, and
(iii) while the 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 them in substantially the same condition prior to such action; it being understood that such Grantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
Appears in 1 contract
Remedies Generally. The Borrower Each Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured PartyAdministrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower each Grantor hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ , attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower such Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s such Grantor's or such other Person’s 's premises where any of the Collateral is located and remove the samesame and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor;
(b) instruct the obligor or obligors on any Account Receivable, agreement, instrument or other obligation (including, without limitation, account debtors) constituting the Collateral to make any payment required by the terms of such Account Receivable, agreement, instrument or other obligation directly to the Administrative Agent and/or directly to a lockbox under the sole dominion and control of the Administrative Agent or to the Collateral Concentration Account;
(c) sell, assign or otherwise liquidate, or direct the Borrower such Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(cd) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(de) withdraw any or all monies, securities and/or instruments in the Collateral Concentration Account or any Controlled Securities Collateral Account for application to the Secured Obligations in accordance with Section 7.05 8.05 hereof;
(ef) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(fg) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrowerany Grantor, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower such Grantor under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower such Grantor fails or refuses to perform or satisfy the same;
(gh) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(hi) make any compromise or settlement the Secured Party Administrative Agent reasonably deems desirable or necessary with respect to any of the Collateral; and/or
(ij) take possession of the Collateral or any part thereof, by directing the Borrower such Grantor or any other Person in possession thereof in writing to deliver the same to the Secured Party Administrative Agent at any place or places designated by the Secured PartyAdministrative Agent, in which event the Borrower such Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 8.02, and
(iii) while the 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 them in substantially the same condition prior to such action; it being understood that such Grantor's obligation to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
Appears in 1 contract
Remedies Generally. (a) The Borrower agrees that, if any Event of Default shall have occurred Company hereby irrevocably constitutes and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all appoints each of the following rights Trustee and the Mortgage Trustee and any officer or agent of either of them with full power of substitution, as its true and lawful attorney- in-fact with full power and authority in the name of the Company or its own name, from time to time in the Trustee's and Mortgage Trustee's discretion, after action by the Trustee and Mortgage Trustee is not prohibited by the Intercreditor Agreement or the Subordination Agreement, for the purpose of carrying out the terms of the Security Documents, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives each of the Trustee and the Mortgage Trustee the power and right on behalf of the Company, without notice to or assent by the Company, to do (all of which the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):the Security Documents) the following:
(ai) personallyto ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due upon or by agents’ attorneys virtue hereof and thereof,
(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments and chattel paper taken or other authorized representativesreceived by the Trustee or Mortgage Trustee in connection herewith and therewith,
(iii) to commence, immediately retake possession file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith,
(iv) to sell, transfer, assign, lease or rent all or any portion of or otherwise deal in or with the Collateral Security or any part thereof from as fully and effectually as if the Borrower Trustee or the Mortgage Trustee, as the case may be, was the absolute owner thereof,
(v) to make demands, give consents and releases or partial releases, and to exercise any other Person who then has possession of any part thereof with rights contemplated or without notice or process of lawpermitted by the Security Documents, and
(vi) to do, at its option and at the expense and for that purpose may enter the account of the Company, at any time and from time to time, all acts and things which it deems necessary to protect or preserve the Security and to realize upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expenseSecurity.
Appears in 1 contract
Remedies Generally. The Borrower agrees that, if If any Event of Default shall have occurred occurs and be is continuing, then and in every such casethe Administrative Agent may, subject to any mandatory requirements or, at the request of applicable law then in effectthe Required Lenders shall, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise take any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/oractions:
(i) take possession declare the commitment of each Lender to make Loans and any obligation of the Collateral L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document (including, without limitation, the FILO Prepayment Premium, if applicable) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;
(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof);
(iv) exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Revolving Credit Facility has been designated as “Designated Senior Debt,” and/or under applicable Law; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any part thereof, Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by directing the Borrower statute or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expenseprovision of Law.
Appears in 1 contract
Remedies Generally. The Borrower agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of (a) To the extent permitted by applicable law then in effectand the Security Agreement, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable waives presentment, demand, protest or any notice of any kind in connection with this Collateral Agency Agreement, any Collateral, each Closed-End Exchange Note and each other instrument issued pursuant to any Receivables Financing Agreement or Exchange Note Supplement.
(b) The Borrower hereby irrevocably constitutes and appoints the Closed-End Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of the Borrower, from time to time in the Closed-End Collateral Agent’s discretion, for the purpose of carrying out the terms of this Collateral Agency Agreement and the Collateral Documents, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives the Closed-End Collateral Agent the power and right on behalf of the Borrower, without notice to or assent by the Borrower, to do the following:
(i) ask for, demand, xxx for, collect, receive and/or give acquittance for any and all money due or to become due upon or by virtue hereof and thereof; 44 Collateral Agency Agreement
(ii) receive, take, endorse, assign and/or deliver any and all checks, notes, drafts, acceptances, documents and/or other negotiable and non-negotiable instruments and chattel paper taken or received by the Closed-End Collateral Agent in connection herewith and therewith;
(iii) commence, file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith, in each case relating to the fullest extent permitted under applicable law now or hereafter in effect):Collateral;
(aiv) personallysell, transfer, assign and/or otherwise deal in or by agents’ attorneys or other authorized representatives, immediately retake possession of with the Collateral or any part thereof as fully and effectually as if the Closed-End Collateral Agent were the absolute owner thereof;
(v) make demands, give consents and releases, and/or exercise any other rights contemplated and/or permitted by the Collateral Documents;
(vi) do, at its option and at the expense and for the account of the Borrower, at any time and from time to time, all acts and things that the Closed-End Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral; and
(vii) in the circumstances described in clause (d) below, perform the affirmative obligations of the Borrower hereunder; provided, however, that, the Closed-End Collateral Agent will not take any of the actions described in clauses (i) through (vi) unless the Closed-End Collateral Agent has received (A) a Default Notice or (B) a notice of unmatured default under, or with respect to, any Warehouse Facility or Closed-End Exchange Note arising from either (1) a failure to pay timely principal and interest with respect thereto or (2) the bankruptcy or insolvency of the Borrower or any Closed-End Servicer, in either case from a Warehouse Facility Lender (and only for so long as such Default Notice or other Person who then notice has possession not been withdrawn). The Borrower acknowledges that the foregoing power of any part thereof attorney is coupled with an interest and is irrevocable.
(c) Upon receipt of a Default Notice, but subject to this Article VIII, (i) the Closed-End Collateral Agent shall have the right and power to institute and maintain such suits and proceedings as it or without notice the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) may deem appropriate to protect and enforce the rights vested in it by this Collateral Agency Agreement and each Collateral Document and (ii) the Closed-End Collateral Agent may proceed by suit or process of lawsuits at law or in equity to enforce such rights, and for that purpose may enter foreclose upon the Borrower’s Collateral and/or sell all or such other Person’s premises where any of the Collateral is located and remove under the same;
judgment or decree of a court of competent jurisdiction, provided that nothing in this Section 8.2 shall be construed to impose a duty on the Closed-End Collateral Agent to take any discretionary action without first receiving direction from the Required Secured Parties (b) sellor, assign or otherwise liquidateif the Required Warehouse Lenders constitute the Required Secured Parties, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims Deal Agent on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensetheir behalf).
Appears in 1 contract
Samples: Collateral Agency Agreement (World Omni Auto Leasing LLC)
Remedies Generally. The Borrower agrees that, if If any Event of Default shall have occurred occurs and be is continuing, then and in every such casethe Agent may, subject to any mandatory requirements or, at the request of applicable law then in effectthe Required Lenders shall, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise take any or all of the following rights actions:
(i) declare the Revolving Commitments of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligations shall be terminated;
(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (excluding Other Liabilities not then due and payable) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):Loan Parties;
(aiii) personallyrequire that the Loan Parties Cash Collateralize the L/C Obligations; and
(iv) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or Law, including, but not limited to, by agents’ attorneys suit in equity, action at law or other authorized representativesappropriate proceeding, immediately retake possession whether for the specific performance of any covenant or agreement contained in this Agreement and the Collateral other Loan Documents or any part instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof from the Borrower or any other Person who then has possession legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any part thereof with Default or without notice or process Event of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control Default with respect to any Loan Party or all any Subsidiary thereof under Section 0, the obligation of each Revolving Lender to make Revolving Loans and any obligation of the Collateral Accounts L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans, all interest accrued thereon and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to other Obligations shall automatically become due and payable, and the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any obligation of the Collateral;
(f) payLoan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, perform in each case without further act of the Agent or satisfy, or cause any Lender. No remedy herein is intended to be paid, performed exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions now or conditions to be paid, observed, performed hereafter existing at law or satisfied in equity or by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, statute or any other agreement in any way relating to, any provision of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expenseLaw.
Appears in 1 contract
Remedies Generally. The Borrower agrees that, if any Event If a Notice of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then Acceleration is in effect, the Collateral Agent, on behalf of the Secured PartyParties, may, upon the direction of the Applicable Directing Parties, as provided herein, exercise, in addition to all other rights and remedies granted to the Collateral Agent in the Security Documents and in any rights now other instrument or hereafter existing under applicable lawagreement securing, shall have evidencing or relating to the Secured Obligations, all rights as and remedies of a secured creditor party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent not prohibited by law), may, subject in all relevant jurisdictions and may exercise any or all cases to the right to request the direction of the following rights (all of which Applicable Directing Parties as provided herein, in such circumstances forthwith collect, receive, appropriate and realize upon the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personallyCollateral, or by agents’ attorneys any part thereof, and/or may forthwith sell, lease, assign, give option or other authorized representativesoptions to purchase, immediately retake possession or otherwise dispose of and deliver the Collateral or any part thereof from the Borrower (or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where contract to do any of the Collateral is located and remove the same;
(b) sellforegoing), assign in one or otherwise liquidatemore parcels at public or private sale or sales, at any exchange, broker’s board or direct the Borrower to sell, assign or otherwise liquidate, any or all office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. If a Notice of Acceleration is in effect, if so directed by the Applicable Directing Parties, the Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to bid for or purchase the whole or any part thereofof the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent not prohibited by Applicable Law, and take possession if a Holder Representative consents, make payment on account thereof by using any claim then due and payable to the Secured Parties represented by such Holder Representative by such Grantor as a credit against the purchase price, and the Collateral Agent may, upon compliance with the terms of sale, hold, retain and dispose of property purchased in a manner provided above without further accounting to any Grantor therefor. Each Grantor further agrees, when a Notice of Acceleration is in effect, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any sale or other disposition of any Collateral at the direction of the Applicable Directing Parties following a Notice of Acceleration, the Liens securing the Secured Obligations on the Collateral so sold or disposed of shall be automatically released; provided that the Liens securing the Credit Facility Obligations and the Liens securing the Secured Notes Obligations will attach to the Proceeds of the sale or other disposition on the same basis of priority as applied to the Collateral so sold or disposed of. The Collateral Agent shall apply the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application action taken by it pursuant to the Secured Obligations Security Documents in accordance with Section 7.05 hereof;
(e) pay 3. To the extent permitted by applicable law, each Grantor waives all claims, damages and discharge taxes, Liens demands it may acquire against the Collateral Agent or claims on or against any Secured Party arising out of the Collateral;
(f) payexercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, perform such notice shall be deemed reasonable and proper if given at least 10 days before such sale or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensedisposition.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (FS Energy & Power Fund)
Remedies Generally. The Borrower agrees that(a) Each Collateral Grantor hereby waives notice, if presentment, demand or protest (to the extent permitted by applicable law and except as otherwise expressly provided in any Class 4 Collateral Document) in connection with the Class 4 Documents.
(b) Each Collateral Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Collateral Grantor or its own name, from time to time in the Collateral Trustee's discretion, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, then and in every such case, subject to any mandatory requirements for the purpose of applicable law then in effect, effectuating the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all terms of the following rights Class 4 Documents, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, hereby gives the Collateral Trustee the power and right on behalf of such Collateral Grantor, without notice to or assent by such Collateral Grantor, to do (all of which the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under the Intercreditor Agreement and any applicable law now or hereafter in effect):Collateral Document) the following:
(ai) personallyto ask for, demand, xxx for, collect, receive, and give acquittance for any and all moneys due or to become due upon or by agents’ attorneys virtue hereof and thereof,
(ii) to receive, take endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments and chattel paper taken or other authorized representativesreceived by the Collateral Trustee in connection herewith and therewith,
(iii) to commence, immediately retake possession of file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect hereto and thereto or in connection herewith and therewith,
(iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof from as fully and effectually as if the Borrower or Collateral Trustee were the absolute owner thereof,
(v) to make demands, give consents and releases, and to exercise any other Person who then has possession of any part thereof with rights contemplated or without notice or process of lawpermitted by the Collateral Documents, and
(vi) to do, at its option and at the expense and for that purpose may enter upon the Borrower’s or such other Person’s premises where any account of the Collateral is located Grantors, at any time any from time to time, all acts and remove things which the same;
(b) sell, assign Collateral Trustee deems necessary to protect or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of preserve the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts Trust Estate and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of realize upon the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expense.
Appears in 1 contract
Samples: Note and Collateral Trust Agreement (Andover Togs Inc)
Remedies Generally. The Borrower agrees that, if any If an Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured PartyParty may exercise, in addition to all other rights and remedies granted in the Loan Agreement or the other Transaction Documents or in this Agreement and in any rights now other instrument or hereafter existing under applicable lawagreement securing, shall have evidencing or relating to the Obligations, all rights as and remedies of a secured creditor party upon default under the UCC in effect from time to time in any relevant jurisdiction (or such other like law in the applicable jurisdiction), and all relevant jurisdictions other rights and remedies available at law or in equity, in each case at the Pledgors’ expense and without prior notice to any Pledgor except as required under applicable Law. In addition to any other remedy provided herein, Secured Party may exercise take any or all of the following rights (all of which the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):actions:
(a) personallySecured Party may declare, without presentment, demand, protest or by agents’ attorneys or other authorized representativesnotice of any kind, immediately retake possession all of which each Pledgor hereby expressly waives, the entire amount of the Collateral or any part thereof from the Borrower or any other Person who then has possession Obligations to be immediately due and payable, whereupon all of any part thereof with or without notice or process of law, such Obligations shall be and for that purpose may enter upon the Borrower’s or such other Person’s premises where any of the Collateral is located become immediately due and remove the same;payable.
(b) sellSecured Party may exercise the powers of attorney set forth in Section 2.5 of this Agreement to manage (or designate another Person to manage) the operations, assign business and affairs of Borrower.
(c) Secured Party may exercise any and all rights and remedies of any Pledgor under or in connection with the Partnership Interests or otherwise liquidatein respect of the Pledged Collateral, or direct including, without limitation, the Borrower right to sell, assign vote with respect to the Partnership Interests and all rights of each Pledgor to demand or otherwise liquidate, require payment of any amount with respect to the Partnership Interests.
(d) Secured Party may transfer to or register in the name of Secured Party or any of its nominees any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;Pledged Collateral.
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect may (A) notify Borrower to make payment and performance due to any of Pledgor under the Collateral; and/or
(i) take possession of the Collateral Partnership Agreement or any part thereof, by directing the Borrower or any other Person in possession thereof in writing otherwise directly to deliver the same to the Secured Party at any place or places designated by the Secured Party, (B) file any claims, commence, maintain, settle or discontinue any actions, suits or other proceedings deemed by Secured Party in which event its sole discretion to be necessary or advisable for the Borrower shall at purpose of collecting upon the Pledged Collateral, and (C) execute any instrument and do all other things deemed by Secured Party in its own expensesole discretion to be necessary and proper to protect and preserve, and to permit Secured Party to realize upon, the Pledged Collateral and the other rights contemplated thereby.
Appears in 1 contract
Remedies Generally. The Borrower agrees that, if If any Event of Default shall have occurred occurs and be is continuing, then and in every such casethe Administrative Agent may, subject to any mandatory requirements or, at the request of applicable law then in effectthe Required Lenders or the Required Revolving Lenders shall, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise take any or all of the following rights actions, at the same or different times:
(i) terminate, reduce or condition any Commitments, or make any adjustment to any Borrowing Base;
(ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other liabilities owing or payable hereunder or under any other Loan Document (including the FILO A Prepayment Premium, if applicable, or the FILO B Prepayment Premium, if applicable), shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):Loan Parties;
(aiii) personallyrequire the Loan Parties to Cash Collateralize outstanding LC Obligations in an amount equal to 105% of the Outstanding Amount thereof, and, if the Loan Parties fail promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 4.02 are satisfied); and
(iv) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Secured Parties under this Agreement, any of the other Loan Documents or Applicable Law, including, but not limited to, by agents’ attorneys suit in equity, action at law or other authorized representativesappropriate proceeding, immediately retake possession whether for the specific performance of any covenant or agreement contained in this Agreement and the Collateral other Loan Documents or any part instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof from the Borrower or any other Person who then has possession of any part thereof with legal or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any equitable right of the Collateral is located and remove the same;
(b) sellSecured Parties; provided, assign or otherwise liquidatehowever, or direct the Borrower to sellthat, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any Event of Default described in Section 7.01(h) or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession above, all outstanding Commitments and any obligation of the Collateral Issuing Banks to make LC Credit Extensions shall, in each case, automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other liabilities owing or payable hereunder or under any other Loan Document (including the FILO A Prepayment Premium, if applicable, or the FILO B Prepayment Premium, if applicable), shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any part thereofLender, by directing the Borrower anything contained herein or in any other Person in possession thereof in writing to deliver the same Loan Document to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensecontrary notwithstanding.
Appears in 1 contract
Remedies Generally. The Borrower agrees that, if If any Event of Default shall have occurred occurs and be is continuing, then and in every such casethe Administrative Agent may, subject to any mandatory requirements or, at the request of applicable law then in effectthe Required Lenders or the Required Revolving Lenders shall, the Secured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise take any or all of the following rights actions, at the same or different times:
(i) terminate, reduce or condition any Commitments, or make any adjustment to any Borrowing Base;
(ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other liabilities owing or payable hereunder or under any other Loan Document (including the FILO AB Prepayment Premium, if applicable, oxxxx the FILO B Prepayment PremiumRevolving Facility Early Termination Fee, if applicable), shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):Loan Parties;
(aiii) personallyrequire the Loan Parties to Cash Collateralize outstanding LC Obligations in an amount equal to 105% of the Outstanding Amount thereof, and, if the Loan Parties fail promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 4.02 are satisfied); and
(iv) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Secured Parties under this Agreement, any of the other Loan Documents or Applicable Law, including, but not limited to, by agents’ attorneys suit in equity, action at law or other authorized representativesappropriate proceeding, immediately retake possession whether for the specific performance of any covenant or agreement contained in this Agreement and the Collateral other Loan Documents or any part instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof from the Borrower or any other Person who then has possession of any part thereof with legal or without notice or process of law, and for that purpose may enter upon the Borrower’s or such other Person’s premises where any equitable right of the Collateral is located and remove the same;
(b) sellSecured Parties; provided, assign or otherwise liquidatehowever, or direct the Borrower to sellthat, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any Event of Default described in Section 7.01(h) or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application to the Secured Obligations in accordance with Section 7.05 hereof;
(e) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(f) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower fails or refuses to perform or satisfy the same;
(g) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(h) make any compromise or settlement the Secured Party deems desirable or necessary with respect to any of the Collateral; and/or
(i) take possession above, all outstanding Commitments and any obligation of the Collateral Issuing Banks to make LC Credit Extensions shall, in each case, automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other liabilities owing or payable hereunder or under any other Loan Document (including the FILO AB Prepayment Premium, if applicable, oxxxx the FILO B Prepayment PremiumRevolving Facility Early Termination Fee, if applicable), shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any part thereofLender, by directing the Borrower anything contained herein or in any other Person in possession thereof in writing to deliver the same Loan Document to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensecontrary notwithstanding.
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Remedies Generally. The Borrower Each Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Secured PartyAdministrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may exercise any or all of the following rights (all of which the Borrower each Grantor hereby agrees is commercially reasonable to the fullest extent permitted under applicable law now or hereafter in effect):
(a) personally, or by agents’ , attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof from the Borrower such Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrowersuch Grantor’s or such other Person’s premises where any of the Collateral is located and remove the samesame and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor;
(b) instruct the obligor or obligors on any Account Receivable, agreement, instrument or other obligation (including, without limitation, account debtors) constituting the Collateral to make any payment required by the terms of such Account Receivable, agreement, instrument or other obligation directly to the Administrative Agent and/or directly to a lockbox under the sole dominion and control of the Administrative Agent or to the Collateral Concentration Account;
(c) sell, assign or otherwise liquidate, or direct the Borrower such Grantor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;
(cd) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(de) withdraw any or all monies, securities and/or instruments in the Collateral Concentration Account or any Controlled Securities Collateral Account for application to the Secured Obligations in accordance with Section 7.05 8.05 hereof;
(ef) pay and discharge taxes, Liens or claims on or against any of the Collateral;
(fg) pay, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrowerany Grantor, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower such Grantor under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that the Borrower such Grantor fails or refuses to perform or satisfy the same;
(gh) enter into any extension of, or any other agreement in any way relating to, any of the Collateral;
(hi) make any compromise or settlement the Secured Party Administrative Agent reasonably deems desirable or necessary with respect to any of the Collateral; and/or
(ij) take possession of the Collateral or any part thereof, by directing the Borrower such Grantor or any other Person in possession thereof in writing to deliver the same to the Secured Party Administrative Agent at any place or places designated by the Secured PartyAdministrative Agent, in which event the Borrower such Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and delivered to the Administrative Agent,
(ii) store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent as provided in Section 8.02, and
(iii) while the 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 them in substantially the same condition prior to such action; it being understood that such Xxxxxxx’s obligation to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
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Remedies Generally. The Borrower agrees that, if any Event If a Notice of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then Acceleration is in effect, the Collateral Trustee, on behalf of the Secured PartyParties, may, upon the written direction of the Directing Parties, as provided herein and subject to the terms, conditions and provisions of the Intercreditor Agreement, exercise, in addition to all other rights and remedies granted to the Collateral Trustee in this Agreement, in the Trust Security Documents and in any rights now other instrument or hereafter existing under applicable lawagreement securing, shall have evidencing or relating to the Secured Obligations, all rights as and remedies of a secured creditor party under the UCC in all relevant jurisdictions and may exercise or any or all other applicable law. Without limiting the generality of the following rights foregoing and subject to the terms, conditions and provisions of the Intercreditor Agreement, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law) to or upon any Grantor or any other Person (all and each of which the Borrower demands, defenses, advertisements and notices are hereby agrees is commercially reasonable waived to the fullest extent permitted under applicable law now or hereafter not prohibited by law), may, at the written direction of the Directing Parties as provided herein, in effect):
(a) personallysuch circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or by agents’ attorneys any part thereof, and/or may forthwith sell, lease, assign, give option or other authorized representativesoptions to purchase, immediately retake possession or otherwise dispose of and deliver the Collateral or any part thereof from (or contract to do any of the Borrower foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Trustee or elsewhere upon such terms and conditions as it may be directed and at such prices as it may be directed, for cash or on credit or for future delivery without assumption of any credit risk. If a Notice of Acceleration is in effect, if so directed by the Directing Parties, the Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to bid for or purchase the whole or any other Person who then has possession part of the Collateral so sold, free of any part thereof with right or without notice equity of redemption in any Grantor, which right or process of equity is hereby waived and released to the extent not prohibited by applicable law, and if both Primary Holder Representatives consent, make payment on account thereof by using any claim then due and payable to the Secured Parties by such Grantor as a credit against the purchase price (for that purpose may enter the avoidance of doubt, without having to obtain the consent thereto of any Secured Parties other than both Primary Holder Representatives), and the Collateral Trustee may, upon compliance with the Borrowerterms of sale, hold, retain and dispose of property purchased in a manner provided above without further accounting to any Grantor therefor. Each Grantor further agrees, when a Notice of Acceleration is in effect, promptly following the Collateral Trustee’s or request, to assemble the Collateral and make it available to the Collateral Trustee at places (to be mutually convenient to the extent practical) which the Collateral Trustee shall reasonably select, whether at such other PersonGrantor’s premises where any of the or elsewhere. The Collateral is located and remove the same;
(b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of Trustee shall apply the proceeds of any such sale or liquidation;
(c) issue a Notice of Exclusive Control with respect to any or all of the Collateral Accounts and issue entitlement orders or instructions with respect thereto;
(d) withdraw any or all securities and/or instruments in any Controlled Securities Account for application action taken by it pursuant to the Secured Obligations Trust Security Documents in accordance with Section 7.05 hereof;
(e) pay 3. To the extent permitted by applicable law, each Grantor waives all claims, damages and discharge taxes, Liens demands it may acquire against the Collateral Trustee or claims on or against any other Secured Party party hereto arising out of the Collateral;
(f) payexercise by them of any rights hereunder, perform or satisfy, or cause to be paid, performed or satisfied, for the benefit of the Borrower, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by the Borrower under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and except to the extent that arising out of the Borrower fails gross negligence, bad faith or refuses to perform or satisfy willful misconduct of the same;
(g) enter into any extension of, Collateral Trustee or any other agreement in any way relating to, Secured Party party hereto or any of the Collateral;
(h) make their respective officers, directors, agents or employees as determined by a final nonappealable judgment of a court of competent jurisdiction. If any compromise notice of a proposed sale or settlement the Secured Party deems desirable other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or necessary with respect to any of the Collateral; and/or
(i) take possession of the Collateral or any part thereof, by directing the Borrower or any other Person in possession thereof in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Borrower shall at its own expensedisposition.
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