Remedies in the Event of a Default a. In an Event of Default under this Security Agreement, the Secured Party will have the right at any time and from time to time, without further notice or demand to any Debtor to exercise the rights and remedies upon default that are granted to a secured party under the Uniform Commercial Code and/or that are otherwise available to Secured Party under this Security Agreement, the Note, or otherwise available to secured creditors at law and/or in equity under applicable law, including without limitation:
(i) Enforce any Debtor’s rights against account debtors and notify any and all account debtors or other parties against which any Debtor has a claim under the Collateral that such Collateral has been assigned by Debtor and that Secured Party has a security interest therein and, if desired by Secured Party, that all payments should be made to Secured Party;
(ii) Receive and endorse the name of any Debtor upon any instruments of payment (including payments made under any policy of insurance) that may come into the possession of Secured Party;
(iii) Sell, assign, demand, xxx for, collect, compromise, or settle payment of all or any part of the Collateral in the name of any Debtor or in its own name, or make any other disposition of the Collateral, or any part thereof, which disposition may be for cash, credit, or any combination thereof, or make exchanges, substitutions, surrenders, or discharges of any of the Collateral;
(iv) Purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, to set off the amount of such price against the Liabilities; and
(v) Do all things that Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement; granting to Secured Party, as the attorney-in-fact of Debtor, full power of substitution and full power to do any and all things necessary to be done in and about the premises as fully and effectually as any Debtor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue of this Security Agreement. This power of attorney is coupled with an interest and shall be irrevocable until the Liabilities have been paid in full and all commitments to lend have been terminated.
b. Upon the occurrence of an Event of Default:
(i) Secured Party may direct the disposition of the Collateral and any other collateral for the Liabi...
Remedies in the Event of a Default. If an Event of Default has occurred and is continuing, SG may, with notice and acting in a commercially reasonable manner, exercise one or more of the following rights: (a) treat all of Customer’s obligations under or in any way related to this Agreement as immediately due and owing; (b) satisfy any obligations (either directly or by way of guarantee) out of any of the Collateral; (c) buy or sell any or all of the Customer’s Transactions and Collateral, including any Collateral held by any SG affiliate; (d) hedge any of Customer’s Transactions or other activities in any manner a SG entity deems necessary; (e) cancel or liquidate any outstanding Transactions or other activities or orders for Transactions or other activities in order to close Customer’s Account; (f) instead of returning to Customer its Transactions or Collateral, substitute other Transactions or Collateral or pay the fair market value of such as SG determines; or (g) take any actions which XX xxxxx appropriate. All of the above actions may be taken without any notice of default, demand for margin, but with notice of sale or purchase to Customer and may be made on or through any exchange, market, execution facility, clearing organization, private sale, including with or through SG’s affiliated entities, other third parties, intermediaries, counterparties, dealers, swap dealers, major swap participants, security-based swap dealers, major security-based swap participants, OTC brokers or others including through over-the-counter Transactions, exchange for physical or exchange for any financial or other instruments, all in the discretion of SG . In any event, a prior demand, call or notice of the time or place of sale or purchase shall not be considered a waiver of SG’s right to sell or to buy without demand or notice. Customer shall at all times be liable for the payment of any debit balance or deficiency in Customer’s Account, together with interest and all costs of collection (including legal expenses). Unless provided otherwise by Applicable Regulations or SG otherwise notifies Customer, SG may liquidate, close-out or terminate any or all of Customer’s Transactions or other activities with SG or its affiliates immediately upon the occurrence of an Event of Default, with notice to Customer. If an Event of Default occurs, SG shall, subject to Applicable Regulations, calculate in respect of all Transactions or other activities its total cost or loss as a single amount owed by Customer to SG or o...
Remedies in the Event of a Default. The Managing Member may in its sole discretion take any or all of the following actions with respect to a Defaulting Member:
(i) Upon a Contribution Default, the Managing Member may provide that the Contribution Default amount constitute a demand loan (“Default Loan”) to such Non-Managing Member from the Company that shall bear interest payable to the Company at a rate of 10% per annum, compounded monthly, or, if lower, the highest rate of interest permitted under applicable law, from and after the original due date of such installment (the “Default Date”) until the payment of such installment, including any interest accruing under this Section 6.3(b)(i). Any interest paid by a Defaulting Member pursuant to this Section 6.3(b)(i) shall be treated as Company income and not as a Capital Contribution.
(ii) Notwithstanding any other provision of this Agreement, the Company shall have the right to withhold any distributions due to a Defaulting Member, including any future distributions, and apply any such distributions to the payment of any amounts due to the Company by such Defaulting Member, with any such amounts so withheld being treated, for all purposes, as if such amounts have been distributed to the Defaulting Member. The provisions set forth in this Section 6.3 shall constitute penalties as permitted by the Act that have been fully negotiated and discussed and each Member completely understands and comprehends the intent, effect and potential ramifications thereof.
(iii) So long as a Defaulting Member remains a Defaulting Member, such Member shall not, in the sole and absolute discretion of the Managing Member, effective upon the Managing Member giving notice to the Defaulting Member, be entitled to exercise any inspection rights (to the maximum extent such rights may be suspended or revoked pursuant to the Act), or approval rights. A Non-Managing Member shall be considered a Defaulting Member from and after the date of delivery of the Default Notice.
(iv) The Company may pursue and enforce all rights and remedies the Company may have against such Defaulting Member with respect thereto, including a lawsuit against such Defaulting Member for specific performance of its obligation to make Capital Contributions and any other overdue amount, with interest calculated thereon at a rate equal to 10% (but not in excess of the highest rate per annum permitted by law).
Remedies in the Event of a Default. If any party is in default under this Agreement beyond the applicable grace or cure periods, then any non-defaulting party shall be entitled to terminate this Agreement or seek specific performance, and in any event, may sue for damages or exercise any remedy available to it in applicable law or equity including, without limitation, injunctive relief. In any action under this Agreement, no party shall be liable or responsible under any circumstances for any consequential or punitive damages.
