Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may: (i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor; (ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent; (iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof; (iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation; (v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 7 contracts
Samples: Security Agreement (Therma Wave Inc), Security Agreement (Globe Manufacturing Corp), Security Agreement (Communications Instruments Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor ----------------------------------------------- agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 6 contracts
Samples: Security Agreement (Kilovac International Inc), Security Agreement (Wesley Jessen Visioncare Inc), Security Agreement (Wesley Jessen Holding Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 4 contracts
Samples: Credit Agreement (Symons Corp), Credit Agreement (Flowers Foods Inc), Security Agreement (Pagemart Wireless Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 4 contracts
Samples: Abl Credit Agreement (Ciena Corp), Abl Credit Agreement (Tesla Motors Inc), Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, subject to the provisions of the Intercreditor Agreement, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Included Accounts and the Included Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 4 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Remedies; Obtaining the Collateral Upon Default. Each Subject to Section 5.3, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any PPSA, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all moniesbanks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 3 contracts
Samples: Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp), Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred and with not fewer than 5 days’ prior written notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the terms of the Final Order), then and in every to the extent any such caseaction is not inconsistent with the Final Order or Section 8, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral Agentaccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof11.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor 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 there 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 11.2, 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 good condition; it being understood that the Borrower’s and each Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Guarantor of such obligation.
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 3 contracts
Samples: Security Agreement and Pledge Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Term Loan Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 3 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Short Term Credit Agreement (CURO Group Holdings Corp.), Security Agreement (Lee Enterprises, Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Company Party agrees that, if any a Default or Event of Default shall have occurred and be continuing, or would result therefrom then and in every such case, the Collateral Agent, and in addition to the rights and remedies available to a secured party under any rights now applicable provisions of the Uniform Commercial Code, or hereafter existing under any other applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and Holders, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or After Acquired Collateral or any part thereof, thereof from such Assignor Company Party or any other Person person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon such AssignorCompany Party's premises where any of the Collateral or After Acquired Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorCompany Party;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral or After Acquired Collateral to make any payment or render any performance required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentHolders or their designee;
(iii) withdraw all monies, securities and instruments held by the Holders in any Financial Account (including but not limited to the Cash Collateral Account Account, the Interest Escrow Accounts or the Funded Commitment Facility Escrow Accounts), or otherwise for application to the Obligations in accordance with Section 7.4 hereofObligations;
(iv) sell, assign sell or otherwise liquidate liquidate, or direct such Company Party to sell or otherwise liquidate, any or all of investments made in whole or in part with the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the After Acquired Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Collateral or After Acquired Collateral or any part thereof, thereof by directing the relevant Assignor such Company Party in writing to deliver the same to the Collateral Agent Holders at any place or places designated by the Collateral AgentRequired Holders, in which event such Assignor Company Party shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Holders;
(B) store and keep any Collateral or After Acquired Collateral so delivered to the Holders at such place or places pending further action by the Required Holders as provided in this Section 5(d); and
(C) while any such Collateral or After Acquired Collateral shall be so stored and kept, provide such guard and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral or After Acquired Collateral in good condition; it being understood that such Company Party's obligation so to deliver the Collateral or the After Acquired Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Holders shall be entitled to a decree requiring specific performance by such Company Party of such obligation.
Appears in 3 contracts
Samples: Security Agreement (Intracel Corp), Securities Purchase Agreement (Intracel Corp), Security Agreement (Intracel Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application Account; it being understood and agreed that unless an Event of Default has occurred and is continuing, the Collateral Agent shall not deliver to such banks a Notice of Exclusive Control under, and as defined in, the Obligations in accordance with Section 7.4 hereofrespective “control agreement” relating thereto;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 2 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)) shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all moniesbanks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to or any other account maintained with or by the Obligations in accordance with Section 7.4 hereofCollateral Agent;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: u.s. Security Agreement (Williams Scotsman International Inc), u.s. Security Agreement (Williams Scotsman Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all depositary banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Credit Agreement (Extended Stay America Inc), Security Agreement (VHS of Phoenix Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuation of an Event of Default Default, the Agent shall have occurred all the rights and be continuingremedies of a secured party under applicable law to enforce this Security Agreement and the security interests contained herein, then and and, in every such caseaddition, the Collateral AgentAgent may, upon the occurrence and during the continuation of an Event of Default, in addition to its other rights and remedies hereunder, including without limitation under Section 6.2 hereof, do any rights now or hereafter existing under of the following to the extent permitted by applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of applicable law, and for that purpose may enter upon such Assignorthe Borrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreementinstrument, instrument agreement or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vc) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor the Borrower shall at its own expense:
(i) forthwith cause the same to be moved to such place or places so designated by the Agent and there be delivered to the Agent;
(ii) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in Section 6.2; 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 good condition.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Lyondell Chemical Co), Term Credit Agreement (Lyondell Chemical Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, subject to the provisions of the Intercreditor Agreement, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) subject to Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: u.s. Security Agreement (Aleris International, Inc.), u.s. Security Agreement (Aleris International, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any that upon the occurrence of an Event of Default shall have occurred and be continuing, then and in every such caseDefault, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor or any other Person who then has possession of any part thereof thereof, with or without notice or process of law, and for that purpose may enter upon such Assignorthe Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Debtor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:otherwise
Appears in 2 contracts
Samples: Security Agreement (Tweeter Home Entertainment Group Inc), Security Agreement (Tweeter Home Entertainment Group Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (acting on the instructions of the Required Lenders in accordance with the Loan Agreement):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Revolving Loan Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) subject to Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a Cash Management Control Agreement with the Administrative Agent to transfer all monies, securities and instruments in the held by such depositary bank to a Cash Collateral Account for application to Account, or otherwise as designated under the Obligations in accordance with Section 7.4 hereofCredit Agreement;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Administrative Agent at any reasonable place or places designated by the Collateral Administrative Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative Agent;
(y) 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 5.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
Appears in 2 contracts
Samples: u.s. Security Agreement (Aleris Ohio Management, Inc.), u.s. Security Agreement (Aleris Ohio Management, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account Account(s) for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Security Agreement (Infousa Inc), Security Agreement (Infousa Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Security Agreement (Information Holdings Inc), Security Agreement (Power Ten)
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, acting at the direction of the Instructing Group, shall have, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take or retake, as the case may be, possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) in addition to any rights the Collateral Agent may have under Section 3.2, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account any cash collateral account for application to the Obligations in accordance with Section 7.4 8.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.2 hereof, 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 good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks (together with associated goodwill), Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 2 contracts
Samples: Security Agreement (Huntsman LLC), Security Agreement (Huntsman LLC)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, to the extent any such action is not inconsistent with the Orders and be continuing, then and in every such caseSection 7, the Collateral AgentLender, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignorthe Borrower's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentConcentration Account;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Concentration Account for application to the Obligations in accordance with Section 7.4 8.3 hereof;
(ivd) sell, assign or otherwise liquidate liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 8.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower in writing to deliver the same to the Collateral Agent Lender at any place or places designated by the Collateral AgentLender, in which event such Assignor the Borrower shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender,
(ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 8.2, 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 good condition; it being understood that the Borrower's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Lender shall be entitled to a decree requiring specific performance by the Borrower of such obligation.
Appears in 2 contracts
Samples: Debt Agreement (Williams Communications Group Inc), Debt Term Credit and Security Agreement (Williams Communications Group Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Security Agreement (Maple Leaf Aerospace Inc), Security Agreement (Tristar Aerospace Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and and, may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) subject to Section 3.3, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a Cash Management Control Agreement with the Administrative Agent to transfer all monies, securities and instruments in the held by such depositary bank to a Cash Collateral Account for application to Account, or otherwise as designated under the Obligations in accordance with Section 7.4 hereofCredit Agreement;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Administrative Agent at any reasonable place or places designated by the Collateral Administrative Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)
Remedies; Obtaining the Collateral Upon Default. (a) Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, thereof from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all depository banks and/or securities intermediaries which have entered into a control agreement with the Collateral Agent to transfer all monies, Investment Property, credit balances, financial assets and Instruments held by such depositary bank and/or securities and instruments in intermediaries to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, thereof by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Security Agreement (PAETEC Holding Corp.), Security Agreement (PAETEC Holding Corp.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(iii) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Secured Creditors and that no other Secured Creditor shall have any right individually to seek to enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement and other Security Documents.
Appears in 2 contracts
Samples: Credit Agreement (Manitowoc Foodservice, Inc.), Escrow Agreement (Manitowoc Foodservice, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof, 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 good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 2 contracts
Samples: Security Agreement (Universal Compression Holdings Inc), Security Agreement (Universal Compression Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The ----------------------------------------------- Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Pledgor notice in accordance with Article X of the Credit Agreement, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant applicable jurisdictions and may:may also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Pledgor 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 such Assignorthe Pledgor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of the Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor the Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, 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 good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its commercially reasonable judgment determine; it being understood that the Pledgor'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 Collateral Agent shall be entitled to a decree requiring specific performance by the Pledgor of said obligation.
Appears in 2 contracts
Samples: Security Agreement (Coinmach Laundry Corp), Security Agreement (Coinmach Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Company notice thereof in accordance with Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the Indenture, and delivery of notice of its intention to exercise any or all of its rights under this Section 7.1, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant applicable jurisdictions and may:, but without any obligation, also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Pledgor 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 such Assignor's Pledgor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor such Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, 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 good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Trademarks, Patents or Copyrights included in the Collateral; it being understood that such Pledgor’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 Collateral Agent shall be entitled to a decree requiring specific performance by such Pledgor of said obligation.
Appears in 2 contracts
Samples: Indenture (Coinmach Service Corp), Security Agreement (Coinmach Service Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application Account; it being understood and agreed that unless an Event of Default has occurred and is continuing, the Collateral Agent shall not deliver to such banks a Notice of Exclusive Control under, and as defined in the Obligations in accordance with Section 7.4 hereofrespective “control agreement” relating thereto;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 2 contracts
Samples: Security Agreement (Bway Corp), Security Agreement (Bway Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to any Applicable Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 2 contracts
Samples: Abl Credit Agreement (Ciena Corp), u.s. Security Agreement (Ciena Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Pledgor agrees that, if any Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have delivered to the Borrower notice in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant applicable jurisdictions and may:may also (subject to laws and regulations governing the national security of the United States):
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Pledgor 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 such AssignorPledgor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Pledgor; possession of machinery shall, however, be subject to the terms of the Location Leases; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Pledgor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor such Pledgor to sell, assign or otherwise liquidate liquidate, any or all of the its Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Pledgor in writing to deliver the same to the Collateral Agent at any commercially reasonable place or places designated by the Collateral Agent, in which event such Assignor Pledgor shall at its own expense:
(i) forthwith cause the Collateral pledged by it to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, 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 good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Trademarks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its commercially reasonable judgment determine; it being understood that such Pledgor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Pledgor of said obligation.
Appears in 2 contracts
Samples: Security Agreement (Appliance Warehouse of America Inc), Security Agreement (Coinmach Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Pledgors agrees that, if any a Default, Event of Default or any event that with the lapse of time or the giving of notice, or both, shall constitute an Event of Default, in the payment of any Obligations shall have occurred and be continuing, or would result therefrom, then and in every such case, the Collateral Agent, and in addition to any the rights now or hereafter existing under applicable law, shall have all rights as and remedies available to a secured creditor party under any applicable provisions of the Uniform Commercial Code in all relevant jurisdictions and Code, or any other Law, the Holders may:
(i) personally, personally or by agents Holders or attorneys, immediately take possession of the Pledged Collateral or any part thereof, thereof from such Assignor Pledgors or any other Person person who then has possession of any part thereof thereof, with or without notice or process of lawLaw, and for that purpose may enter upon such Assignor's a Pledgors' premises where any of the Pledged Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorPledgors;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Pledged Collateral to make any payment or render any performance required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentHolders or their designee;
(iii) withdraw all monies, securities and instruments held by the Holders in the Cash Collateral Account Financial Accounts (as that term is defined in the Security Agreement) or otherwise for application to the Obligations in accordance with Section 7.4 hereofObligations;
(iv) sell, assign sell or otherwise liquidate or direct the Pledgors to sell or otherwise liquidate, any or all of investments made in whole or in part with the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Pledged Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Pledged Collateral or any part thereof, thereof by directing the relevant Assignor Pledgors in writing to deliver the same to the Collateral Agent Holders at any place or places designated by the Collateral AgentHolders, in which event such Assignor the Pledgors shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Holders and there delivered to the Holders;
(B) store and keep any Pledged Collateral so delivered to the Holders at such place or places pending further action by the Holders as provided in this Section 6(d); and
(C) while any such Pledged Collateral shall be so stored and kept, provide such guard and maintenance services as shall be necessary to protect the same and to preserve and maintain such Pledged Collateral in good condition; it being understood that the Pledgors' obligation so to deliver the Pledged Collateral is of the essence of this Pledge Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Holders shall be entitled to a decree requiring specific performance by Pledgors of such obligation.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Intracel Corp), Pledge Agreement (Intracel Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and and/or other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) 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 good condition; and
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that such Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Interest Rate Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Collateral Agent or the holders of at least a majority of the outstanding Interest Rate Obligations, as the case maybe, for the benefit of the Secured Creditors upon the terms of this Agreement.
Appears in 2 contracts
Samples: Security Agreement (National Tobacco Co Lp), Security Agreement (National Tobacco Co Lp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:;
Appears in 1 contract
Samples: Security Agreement (Vertis Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if Upon the occurrence of any Reimbursement Event of Default shall have occurred or Lease Event of Default and be continuing, then and in every such casethe continuance thereof, the Collateral Agent, in addition Security Agent shall be entitled to any exercise all the rights now or hereafter existing under applicable law, shall have all rights as and remedies of a secured creditor party under the Uniform Commercial Code as in all effect in any relevant jurisdictions jurisdiction to enforce this Security Agreement and the security interests contained herein, and, in addition, subject to any mandatory requirements of Law then in effect, the Security Agent may, in addition to its other rights and remedies hereunder, including without limitation under Sections 7.2 and 7.6, and also its (and GE Capital's and the Owner Trustee's) rights under the other Financing Documents, do any of the following:
(ia) personally, or by agents trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Steam Lessee 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 Steam Lessee's or such Assignorother Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Steam Lessee;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Security Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vc) take possession of the Collateral or any part thereof, by directing the relevant Assignor Steam Lessee in writing to deliver turn over the same to the Collateral Security Agent at any place or places designated by the Collateral AgentSite, in which event such Assignor the Steam Lessee shall at its own expense:
(i) forthwith turn over the same to the Security Agent at the Site;
(ii) store and keep any Collateral so turned over to the Security Agent at the Site pending further action by the Security Agent as provided in Section 7.2, 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 good condition. The Steam Lessee's obligation to turn over the Collateral as set forth above is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Security Agent shall be entitled to obtain a decree requiring specific performance by the Steam Lessee of said obligation.
Appears in 1 contract
Samples: Steam Lessee Security Agreement (Panda Interfunding Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Debtor 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 Collateral AgentSecured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) declare all Obligations to be due and payable, without notice, protest, presentment or demand all of which are expressly waived by Debtor; 5
(b) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Debtor 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 such Assignorthe Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Debtor; and
(iic) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Debtor shall at its own expense:expense (i) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party, (ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 5.2 hereof, 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 good condition; it being understood that the Debtor'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 Secured Party shall be entitled to a decree requiring specific performance by the Debtor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any an Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentPurchaser, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions subject to the subordination thereof pursuant to Section 11.10 hereof, and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Debtors 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 such Assignor's Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsAccounts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentPurchaser;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 9.4 hereof;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant Assignor such Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtors in writing to deliver the same to the Collateral Agent Purchaser at any place or places reasonably designated by the Collateral AgentPurchaser, in which event such Assignor Debtor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Purchaser and there delivered to the Purchaser;
(ii) store and keep any Collateral so delivered to the Purchaser at such place or places pending further action by the Purchaser as provided in Section 9.2 hereof; 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 good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Purchaser shall in its commercially reasonable judgment determine; it being understood that each Debtor’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 Purchaser shall be entitled to a decree requiring specific performance by each Debtor of said obligation. The Purchaser agree that this Agreement may be enforced by a holder of the majority in outstanding principal amount of Junior Notes, it being understood and agreed that such rights and remedies may be exercised by the Purchaser for the benefit of the Purchaser upon the terms of this Agreement.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 and further subject to the terms of the Intercreditor Agreement, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsContracts and, as contemplated by such terms, any policy of insurance or any payment or performance bond) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all rights and remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;; and
(ivd) withdraw all monies, securities and instruments in the Reserve Fund (subject to the rights of the landlord under the Casino Lease pursuant to Sections 5.3(e), 7.1(c) and 19.8(d) of the Casino Lease) and the other Pledged Accounts for application to the Obligations in accordance with Section 7.4 hereof, and in connection therewith, deliver to the Reserve Fund Bank and the Pledged Account Banks the notice referred to in the form of consent attached hereto as Annex D; and
(e) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vf) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:expense forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent; and
(g) effect an absolute assignment of all of such Assignor's right, title and interest in and to each Xxxx (and the goodwill of the business of such Assignor associated therewith), Patent and Copyright; it being understood that each Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. The Secured Creditors agree that this Agreement may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Secured Creditors (as defined in the Intercreditor Agreement) and that no Secured Creditor, except as otherwise provided in the Intercreditor Agreement, shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement and the Intercreditor Agreement.
Appears in 1 contract
Samples: Security Agreement (JCC Holding Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 and further subject to the terms of the Intercreditor Agreement, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions jurisdictions, as the same may be amended from time to time hereinafter, and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsContracts and, as contemplated by such terms, any policy of insurance or any payment or performance bond) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all rights and remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;; and
(ivd) withdraw all monies, securities and instruments in the Reserve Fund (subject to the rights of the landlord under the Casino Lease pursuant to Sections 5.3(e), 7.1(c) and 19.8(d) of the Casino Lease) and the other Pledged Accounts for application to the Obligations in accordance with Section 7.4 hereof, and in connection therewith, deliver to the Reserve Fund Bank and the Pledged Account Banks the notice referred to in the form of consent attached hereto as Annex D; and
(e) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vf) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:expense forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent; and
(g) effect an absolute assignment of all of such Assignor's right, title and interest in and to each Mark (xxd the goodwill of the business of such Assignor associated therewith), Patent and Copyright; it being understood that each Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. The Secured Creditors agree that this Agreement may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Secured Creditors (as defined in the Intercreditor Agreement) and that no Secured Creditor, except as otherwise provided in the Intercreditor Agreement, shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement and the Intercreditor Agreement.
Appears in 1 contract
Samples: Security Agreement (JCC Holding Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in any lockbox account or blocked account subject to a tri-party agreement pursuant to Section 2.9 of the Cash Bank Credit Agreement or in any cash collateral account established by Collateral Account Agent pursuant to Section 3.3 for application to the Obligations in accordance with Section 7.4 9.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account or Securities Account maintained with the Collateral Agent or any other Secured Creditor (or any affiliate thereof) for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Debtor agrees that, if any Event of Default shall have occurred and be continuingcontinuing (and shall not have been waived by an appropriate vote or other action by the Lender), then and in every such case, subject to the Collateral Agentterms and provisions of the Credit Agreement and any applicable law, the Secured Party, in addition to any rights now or hereafter existing under any applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC or other any applicable law in all relevant jurisdictions and may, acting pursuant to and in accordance with the terms of the Credit Agreement and other Loan Documents:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Debtor 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 such Assignorthe Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Debtor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (includingobligation, without limitation, the Receivables and the Contracts) Accounts constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Debtor shall at its own expense:
(i) forthwith cause the same, to the extent reasonably feasible, to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party,
(ii) store and keep any Collateral so delivered to the Secured Party (to the extent not physically delivered to the Secured Party) at such place or places pending further action by the Secured Party as provided in Section 7.02, and
(iii) while such 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 good condition; it being understood that the Debtor's obligation to so deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Debtor of such obligation.
Appears in 1 contract
Samples: Security Agreement (Hearusa Inc)
Remedies; Obtaining the Collateral Upon Default. Each Tower Sub and each Assignor 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 Collateral AgentSecured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may, except as otherwise provided in Section 6 hereof:
(i) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from Tower Sub or such Assignor or any other Person person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Tower Sub's or such Assignor's premises where any of the Collateral is located and assume operation of the assets constituting the Collateral or remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Tower Sub or such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; or
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and direct that the proceeds therefrom be paid directly to the Secured Party or otherwise take possession of the proceeds of any such sale or liquidation;
, it being understood and agreed that to the extent such Assignor receives any proceeds from the sale or liquidation of the Collateral, that such proceeds shall be held in trust by such Assignor for the benefit of the Secured Party; it being further understood that Tower Sub's and such Assignor's obligation so to deliver the Collateral (v) take and possession of the sites and communication towers where such Collateral or any part thereofis located) is of the essence of this Agreement and that, by directing accordingly, upon application to a court of equity having jurisdiction, the relevant Assignor in writing Secured Party shall be entitled to deliver the same to the Collateral Agent at any place or places designated a decree requiring specific performance by the Collateral Agent, in which event such Assignor shall at its own expense:of said obligation.
Appears in 1 contract
Samples: Security and Subordination Agreement (Spectrasite Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor ----------------------------------------------- agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Management Agreement Receivables and the ContractsPledged Management Agreements) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 5.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 5.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing(which has not been cured in accordance with the terms of the Secured Notes), then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions or any other applicable law and may, without limitation:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereofthereof and/or any documents or instruments relating thereto, from such Assignor or any other Person who then has possession of any part thereof with or or, to the extent permitted by applicable law, without notice or process of law, and for that purpose may may, in accordance with applicable laws, enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting or relating to the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(viv) take possession of the Collateral or any part thereofthereof and/or any documents or instruments relating thereto, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Agent,
(B) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in Section 7.2, and
(C) 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 good condition, it being understood that such Assignor'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 Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the First-Lien Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code Code, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect, in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the First-Lien Collateral Agent;
(iii) instruct all banks which have entered into a control agreement with the First-Lien Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the First-Lien Collateral Agent at any place or places designated by the First-Lien Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (EnerSys)
Remedies; Obtaining the Collateral Upon Default. Each Assignor of the Assignors 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 Collateral AgentLender, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor any of the Assignors 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsReceivables) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Lender; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;Obligations; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct any of the relevant Assignor Assignors to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing any of the relevant Assignor Assignors in writing to deliver the same to the Collateral Agent Lender at any place or places designated by the Collateral AgentLender, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender,
(ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 7.02, 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 good condition; it being understood that the obligations of each of the Assignors 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 Lender shall be entitled to a decree requiring specific performance by any of the Assignors of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any a Noticed 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred and with not fewer than seven Business Days prior written notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the Orders), then and in every to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Article VIII, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral Agentaccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof11.02, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor 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 there 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 11.02, 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 good condition; it being understood that the Borrower’s and each Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Guarantor of such obligation.
Appears in 1 contract
Samples: Credit and Guarantee Agreement
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, acting upon the instructions of the Required Lenders or, in the case of an Event of Default under Section 8.01(c) of the Credit Agreement in respect of a failure to observe or perform any covenant under Section 7.17 of the Credit Agreement, the Required Revolving Lenders, in each case, in accordance with Section 8.02 of the Credit Agreement, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) (i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) (ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. (a) Each Assignor Grantor agrees that, if at any time any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under Table of Contents applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (subject, in the case of Fixed Asset Priority Collateral, to three Business Days’ prior written notice (other than in the case of an Event of Default under Section 11.05 of the Credit Agreement) to the Borrower or such Grantor (in each case, subject to the terms of the Intercreditor Agreement)):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 may, if permitted by applicable law, enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor or store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage);
(ii) after the Discharge of ABL Obligations, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, including the Receivables Accounts (other than Government Accounts) and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 6.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(viv) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to assemble and deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any (a) Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, then and in every such caseDefault, the Collateral Collat eral Agent, acting upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to SECTION 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, shall be entitled to exercise on behalf of itself and the other Senior Secured Parties, all the rights and remedies of a secured party under the UCC as in addition to effect in any relevant jurisdiction and all rights now or hereafter existing under all other applicable law to enforce this Agreement and the security interests contained herein, and, in addition, subject to any Applicable Laws then in effect, the Collateral Agent, acting upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to SECTION 7.15 of the Intercreditor Agreement, or as otherwise expressly provided herein, may, in addition to its other rights and remedies hereunder, including without limitation under SECTION 8.2 and SECTION 8.6, and also the rights of the Collateral Agent and the other Senior Secured Parties under any of the Transaction Documents, do any of the following to the fullest extent permitted by applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents agents, trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the 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 Grantor's premises or such Assignorother Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Grantor;
(ii) instruct the obligor or obligors on of any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Grantor in writing to turn over the same to the Collateral Agent at the Site or, to the extent such Collateral may be moved, to deliver the same to the Collateral Agent at any other place or places designated by the Collateral Agent, in which event such Assignor shall the Grantor shall, at its own expense:, (A) forthwith turn over the same to the Collateral Agent at one of the locations on SCHEDULE 4.2 or cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, as the case may be, (B) store and keep any Collateral so turned over or delivered to the Collateral Agent at one of the locations shown on SCHEDULE 4.2 or at such place or places pending further action by the Collateral Agent as provided in SECTION 8.2, and (C) 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 the Collateral in good condition.
(b) The Grantor's obligation to turn over or deliver the Collateral as set forth above is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to obtain a decree requiring specific performance by the Grantor of said obligation.
(c) When Collateral is in the Collateral Agent's possession, (i) the Grantor shall pay (or reimburse the Collateral Agent on demand for) all reasonable expenses (including the cost of any insurance and payment of taxes or other charges) incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such expenses shall be secured hereby, and (ii) the risk of accidental loss or damage shall be on the Grantor to the extent of any deficiency in any effective insurance coverage.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral AgentLender, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;,
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Lender,
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;,
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;,
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent Lender at any place or places designated by the Collateral AgentLender, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Credit Agreement (Agency Com LTD)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all moniesmoneys, instruments and other securities and instruments in the Concentration Account and/or the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place 20 or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each The Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such the Assignor 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 such the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such the Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of the Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such the Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (Emagin Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) withdraw all moniesmoneys, securities and other instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) 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 good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine. it being understood that such Assignor's obligation to so deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral AgentAgent that is reasonable under the circumstances, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Credit Agreement (Howmet Corp /New/)
Remedies; Obtaining the Collateral Upon Default. Each The Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such the Assignor 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 such the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such the Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of the Assignor in respect of such Collateral;
(iii) instruct all depository banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account in accordance with the terms of the respective control agreement (including by issuing a "Notice of Exclusive Control" in accordance with the terms thereof);
(iv) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account maintained with the Collateral Agent (whether or not such Deposit Accounts are maintained with the Collateral Agent in its capacity as such) for application to the Obligations in accordance with Section 7.4 hereof;
(ivv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vvi) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such the Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code UCC, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all depository banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account in accordance with the terms of the respective control agreement (including by issuing a “Notice of Exclusive Control” in accordance with the terms thereof);
(iv) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account maintained with the Collateral Agent (whether or not such Deposit Accounts are maintained with the Collateral Agent in its capacity as such) for application to the Obligations in accordance with Section 7.4 hereof;
(ivv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vvi) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (STG Group, Inc.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any a Noticed 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine;
(vii) apply any moneys constituting Collateral or proceeds thereof in accordance with Section 7.4; and
(viii) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC (it being understood that such Assignor’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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation). By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that (x) this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Lenders or, if the CA Termination Date has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Collateral Agent to commence and continue enforcement of the Liens created hereunder, which the Collateral Agent shall comply with subject to receiving any indemnity which it reasonably requests, provided further that the Collateral Agent shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Collateral Agent for the benefit of the Secured Creditors as their interest may appear upon the terms of this Agreement and the other Security Documents.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Subject to the terms of the applicable Intercreditor Agreements and the Indenture, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 8.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, subject to the terms of the ABL/Term Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 6.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(viv) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 1 contract
Samples: Abl Credit Agreement (Performance Sports Group Ltd.)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions any UCC, and may:such additional rights and
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (Scot Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred and with not fewer than three Business Days prior written notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the Orders), then and in every to the extent any such caseaction is not inconsistent with the Interim Order (including paragraph 9 thereof) (or the Final Order, as applicable) or Section 8, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agentany cash collateral account;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof11.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:; and
Appears in 1 contract
Samples: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all moniesmoneys, instruments and other securities and instruments in the Concentration Account and/or the Cash Collateral Account and/or in any other cash collateral account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter delivery of notice of such Event of Default, then and in every if required pursuant to the Orders), to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Section 11, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Subsidiary Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any requirements of law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Subsidiary Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorSubsidiary Guarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agentany cash collateral account;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Credit Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof15.02, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Subsidiary Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Subsidiary Guarantor 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 there 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 15.02, 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 good condition; it being understood that the Borrower’s and each Subsidiary Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Subsidiary Guarantor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant such Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, 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 good condition; and
(f) license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Grantor agrees that, if any Event of Default there shall have occurred and be continuingcontinuing any Event of Default, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions (and, with respect to Intellectual Property, the Xxxxxx Act, the Copyright Act and maythe Patent Act) and may also:
(ia) personally, or by agents any agent or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor each Grantor or any other Person who then has possession of any part thereof with or without (to the extent permitted by applicable law) notice or process of law, and for that purpose may enter upon such AssignorGrantor's premises or, to the extent that any Grantor has a right to consent thereto, such other Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Grantor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of such Grantor in respect of such Collateral; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor each Grantor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor each Grantor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Agent, and
(ii) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in Section 4.2, 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 good condition; and
(e) license or sublicense, whether on an exclusive or nonexclusive basis, any Intellectual Property included in the Collateral for such term and on such conditions and in such manner as the Agent shall in its sole judgment determine; and
(f) without consent from any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash or credit, grant other indulgences, extensions, renewals, compositions, or releases (to Persons directly or indirectly liable in connection with the foregoing Collateral), and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, or any insurance applicable thereto. it being understood that each 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 Agent shall be entitled to a decree requiring specific performance by such Grantor of said obligation.
Appears in 1 contract
Samples: Security and Collateral Agreement (Penn Traffic Co)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (except any notice required by the Interim Order or the Final Order), and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAdministrative Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:or
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees thatSubject to the intercreditor provisions of the Primary DIP Facility Orders, if any upon the occurrence and during the continuance of an Event of Default Default, to the extent any such action is not inconsistent with the Orders and Article IX (including the requirement thereunder that the Administrative Agent shall have occurred provide the Borrower (with a copy to the Primary DIP Facility Agent and be continuing, then the counsel for any statutory committee of unsecured creditors appointed in the Cases and to the United States Trustee in every the Cases) with five Business Days' written notice prior to the taking of any such caseaction), the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code as applicable in all relevant jurisdictions and maymay (x) withdraw all monies, securities and instruments in the Letter of Credit Reimbursement Account for application to the Obligations or (y) following the occurrence of the Collateral Turnover Date:
(ia) instruct the obligor or obligors on any agreements, instrument or other obligation constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Cash Collateral Account or the Letter of Credit Reimbursement Account;
(b) withdraw all monies, securities and instruments in the Concentration Account, the Cash Collateral Account or the Letter of Credit Reimbursement Account for application to the Obligations;
(c) sell, assign or otherwise liquidate, or direct the Borrower or any Subsidiary Guarantor 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; and
(d) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower, any Subsidiary Guarantor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may may
(i) enter upon such Assignorthe Borrower's or any Subsidiary Guarantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor Borrower or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, Subsidiary Guarantor; and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, 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 Collateral Agent, acting at the direction of the Instructing Group, shall have, in addition to any rights now or hereafter existing under applicable law, and shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take or retake, as the case may be, possession of the such Assignor’s Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the such Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such the Assignor;; and
(iib) in addition to any rights the Collateral Agent may have under Section 3.4, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the such Assignor’s Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent or to a cash collateral account and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account any cash collateral account for application to the Secured Obligations in accordance with Section 7.4 8.5 hereof;; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant any Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant any Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any such Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.3 hereof, and
(iii) while such 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 good condition; and
(f) in addition to any rights the Collateral Agent may have under Sections 4.7 and 5.7, license or sublicense (to the extent not in violation of the license), whether on an exclusive or nonexclusive basis, any Marks (together with associated goodwill), Patents or Copyrights included in such Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor’s obligation so to deliver such Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by each Assignor of said obligation.
Appears in 1 contract
Samples: Collateral Security Agreement (Huntsman International LLC)
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
may also: (ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
; and (iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument <PAGE> 17 EXHIBIT H Page 12 or other obligation directly to the Collateral Agent;
Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and (iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
; and (ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
; and (ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:: (i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and (ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof, 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 good condition; and (f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.
Appears in 1 contract
Samples: Security Agreement
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, to the extent any such action is not inconsistent with the Orders and be continuing, then and in every such caseSection 9, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignorthe Borrower's or any Guarantors' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Borrower or Guarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Cash Collateral AgentAccount;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofObligations;
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Borrower or any Guarantor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower or any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower or such Assignor Guarantor 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 there 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 12.2; 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 good condition; it being understood that the Borrower's or any Guarantors' obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or any Guarantor of such obligation.
Appears in 1 contract
Samples: Revolving Credit and Guarantee Agreement (Impath Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then and in every if required), to the extent any such caseaction is not inconsistent with the Interim Order (or the Final Order, as applicable) or Section 9, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrower, any Guarantor, or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignor's the Borrower’s, or any Guarantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower, or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the any Cash Collateral Agentaccount;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate liquidate, or direct any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofsubsection 12.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrower and any Guarantor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event the Borrower and such Assignor Guarantor 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 there 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 subsection 12.2, 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 good condition; it being understood that the Borrower’s and each Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such Guarantor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any 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 Collateral AgentSecured Party, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor Secured Party under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor 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 such AssignorDebtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentSecured Party;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(viv) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Debtor in writing to deliver the same to the Collateral Agent Secured Party at any place or places within the United States reasonably designated by the Collateral AgentSecured Party, in which event such Assignor Debtor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party,
(B) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 7.2, and
(C) 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 good condition; and
(v) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such tern and on such conditions and in such manner as the Secured Party shall in its sole judgment determine (taking into account such provisions as may be necessary to preserve such Marks, Patents or Copyrights); it being understood that such Debtor'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 Secured Party shall be entitled to a decree requiring specific performance by such Debtor of said obligation. The Debtors agrees that this Agreement may be enforced by the action of the Secured Party; provided that the Secured Party shall have the right to employ an agent or representative or the Secured Party, as such Secured Party shall determine in its sole judgment.
Appears in 1 contract
Samples: Security Agreement (Mobilepro Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and, each Assignor agrees that, if an Event of Default shall have occurred and be continuing, and until such Event of Default is cured or waived in writing to the written satisfaction of the Required Lenders, the Collateral Agent may, with the consent of the Required Lenders, and shall, at the request of the Required Lenders, by written notice to the relevant Assignor, take any or all of the following actions,:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account Account(s) for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (Infousa Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if Upon the occurrence of any Reimbursement Event of Default shall have occurred or Lease Event of Default and be continuing, then and in every such casethe continuance thereof, the Collateral Agent, in addition Security Agent shall be entitled to any exercise all the rights now or hereafter existing under applicable law, shall have all rights as and remedies of a secured creditor party under the Uniform Commercial Code as in all effect in any relevant jurisdictions jurisdiction to enforce this Security Agreement and the security interests contained herein, and, in addition, subject to any mandatory requirements of Law then in effect, the Security Agent may, in addition to its other rights and remedies hereunder, including without limitation under Sections 7.2 and 7.6, and also its (and GE Capital's and the Owner Trustee's) rights under the other Financing Documents, do any of the following:
(ia) personally, or by agents trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Partnership 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 Partnership's or such Assignorother Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Partnership;
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Security Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vc) take possession of the Collateral or any part thereof, by directing the relevant Assignor Partnership in writing to deliver turn over the same to the Collateral Security Agent at any place or places designated by the Collateral AgentSite, in which event such Assignor the Partnership shall at its own expense:
(i) forthwith turn over the same to the Security Agent at the Site;
(ii) store and keep any Collateral so turned over to the Security Agent at the Site pending further action by the Security Agent as provided in Sec tion 7.2, 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 good condition. The Partnership's obligation to turn over the Collateral as set forth above is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Security Agent shall be entitled to obtain a decree requiring specific performance by the Partnership of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each ----------------------------------------------- Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof; and
(z) 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 good condition; and
(vi) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine (taking into account such provisions as may be necessary to protect and preserve such Marks, Patents or Copyrights); it being understood that each Assignor'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 Collateral Agent shall be entitled to a decree requiring specific per formance by such Assignor of said obligation. The Secured Creditors agree that this Agreement may be enforced only by the action of the Agent or the Collateral Agent, in each case acting upon the instructions of the Required Banks (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Agent or the Collateral Agent or the holders of at least a majority of the outstanding Interest Rate Obligations, as the case maybe, for the benefit of the Secured Creditors upon the terms of this Agreement.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees The Assignors agree that, if any Event of Default shall have occurred and be continuing, then then, and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Assignors 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 such Assignor's the Assignors' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Assignors;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of any Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Assignors in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor the Assignors shall at its their own expense:
Appears in 1 contract
Samples: Security Agreement (Emagin Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that(a) Subject to the terms of the Collateral Agency Agreement, if upon the occurrence of any Trigger Event of Default shall have occurred and be continuing, then and in every such casecontinuance thereof, the Collateral AgentAgent shall be entitled to exercise on behalf of the Senior Parties, all the rights and remedies of a secured party under the Uniform Commercial Code as in addition to effect in any relevant jurisdiction and all rights now or hereafter existing under all other applicable lawlaws to enforce this Security Agreement and the security interests contained herein, shall have all and, in addition, subject to any Applicable Laws then in effect, the Collateral Agent may, in addition to its other rights as a secured creditor and remedies hereunder, including without limitation under SECTIONS 7.2 (Remedies; Disposition of the Collateral) and 7.6 (Discontinuance of Proceedings) of this Security Agreement, and also the rights of the Senior Parties under the Uniform Commercial Code in all relevant jurisdictions and mayTransaction Documents, do any of the following:
(i) personally, or by agents agents, trustees or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the Partnership 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 Partnership's or such Assignorother Person's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignorthe Partnership;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Partnership in writing to turn over the same to the Collateral Agent at the Site or, to the extent such Collateral may be moved, to deliver the same to the Collateral Agent at any other place or places designated by the Collateral Agent, in which event such Assignor the Partnership shall at its own expense:, (A) forthwith turnover the same to the Collateral Agent at the Site or cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, as the case may be; (B) store and keep any Collateral so turned over or delivered to the Collateral Agent at the Site or at such place or places pending further action by the Collateral Agent as provided in SECTION 7.2 (Remedies; Disposition of the Collateral) hereof; and (C) 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 the Collateral in good condition.
(b) The Partnership's obligation to turn over or deliver the Collateral as set forth above is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to obtain a decree requiring specific performance by the Partnership of said obligation.
(c) When Collateral is in the Collateral Agent's possession, (i) the Partnership shall pay (or reimburse the Collateral Agent on demand for) all reasonable expenses (including the cost of any insurance and payment of taxes or other charges) incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such expenses shall be secured hereby, and (ii) the risk of accidental loss or damage shall be on the Partnership to the extent of any deficiency in any effective insurance coverage.
Appears in 1 contract
Samples: Assignment and Security Agreement (Tenaska Georgia Partners Lp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect, in all relevant jurisdictions and may:may also (subject to the requirements of applicable law):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor Debtor 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 such Assignor's Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorDebtor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Secured Obligations in accordance with Section 7.4 hereof8.4;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof8.2, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor Debtor shall at its own expense:
(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;
(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 8.2; and
(z) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor The 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 Collateral AgentSecured Party, in addition to any rights now or hereafter existing under this Agreement or applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor the 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 such Assignorthe Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Grantor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Grantor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Grantor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party,
(ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided in Section 4.2 hereof, 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 good condition; it being understood that the 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 Secured Party shall be entitled to a decree requiring specific performance by the Grantor of said obligation.
Appears in 1 contract
Samples: Receivables Security Agreement (Cosmetic Sciences Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and be continuingafter notice of such Event of Default, then and in every if required), to the extent any such caseaction is not inconsistent with the DIP Order, the Collateral Canadian Recognition Order or Section 7, the Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of the Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code (or other applicable personal property security law) in all relevant jurisdictions and may:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Borrowers, any Guarantor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw (but subject to any Requirements of Law), and for that purpose may enter upon such Assignorthe Borrowers' or any Guarantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrowers or such AssignorGuarantor;
(iib) instruct the obligor or obligors on any agreementagreements, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentLetter of Credit Account;
(iiic) withdraw all monies, securities and instruments in the Cash Collateral Letter of Credit Account for application to the Obligations in accordance with Section 7.4 hereof10.3;
(ivd) sell, assign or otherwise liquidate liquidate, or direct any Credit Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof10.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale sale, assignment or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor Borrowers and any Guarantor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event the Borrowers and such Assignor Guarantor shall at its their own expense:expense (i) forthwith cause the same to be moved to the place or places so designated by the Agent and there delivered to the Agent, (ii) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent as provided in Section 10.2, 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 good condition; it being understood that the Borrowers' and each Guarantor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Agent shall be entitled to a decree requiring specific performance by the Borrowers or such Guarantor of such obligation.
Appears in 1 contract
Samples: Credit, Guarantee and Security Agreement (Gentek Inc)
Remedies; Obtaining the Collateral Upon Default. Each The Assignor agrees that, if any Event of Default there shall have occurred and be continuingcontinuing (i) a Bankruptcy Default or Notified Acceleration Event or (ii) any other Event of Default or Acceleration Event, but in the case of this clause (ii) only to the extent the Required Secured Creditors have so directed, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such the Assignor 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 such the Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;Agent and may exercise any and all remedies of the Assignor in respect of such Collateral; and
(iiic) withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;7.4; and
(ivd) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(ve) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such the Assignor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, 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 good condition; and
(f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that the Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by the Assignor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor Debtor agrees that, if any Event of Default shall have occurred and be continuing, subject to applicable cure periods, (and shall not have been waived by an appropriate vote or other action by the Secured Parties), then and in every such case, subject to the terms and provisions of the Note Purchase Agreement and any applicable law, the Collateral Agent, in addition to any rights now or hereafter existing under any applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC or other any applicable law in all relevant jurisdictions and may, acting pursuant to and in accordance with the terms of the Note Purchase Agreement and other Operative Agreements:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor Debtor 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 such AssignorDebtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;Debtor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (includingobligation, without limitation, the Receivables and the Contracts) Accounts constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor such Debtor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Debtor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor Debtor shall at its own expense:
(i) forthwith cause the same, to the extent reasonably feasible, to be moved to the place or places so designated by Collateral Agent and there delivered to the Collateral Agent,
(ii) store and keep any Collateral so delivered to the Collateral Agent (to the extent not physically delivered to the Collateral Agent) at such place or places pending further action by the Collateral Agent as provided in Section 7.02, and
(iii) while such 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 good condition; it being understood that such Debtor's obligation to so deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Debtor of such obligation; and
(e) take and practice or use or sell any or all of such Patents, Copyrights or Trademarks, or take and use or sell each Debtor's rights in such Patents, Copyrights or Trademarks, along with the goodwill and all other elements of such Debtor's ongoing business symbolized by such assets and secured under this Agreement, and the right to carry on the business of the Debtors in connection with which such assets have been used; and
(f) direct the Debtors to refrain, in which event the Debtors shall refrain, from practicing under such Patent and Copyright rights directly or indirectly, or from using the Trademarks in any manner, directly or indirectly, and if requested by the Collateral Agent, the Debtors shall change their respective names to eliminate therefrom any use of any Trademarks, and execute any other and further documents which the Collateral Agent may request further to confirm the foregoing and to permit the Collateral Agent to enforce its remedies relating to such Trademarks, Patents and/or Copyrights.
Appears in 1 contract
Samples: Security Agreement (Pacific Aerospace & Electronics Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, continuing then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities securities, Instruments, other investments and instruments in other property or assets held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. (a) Each Assignor Grantor agrees that, if at any time any Event of Default shall have occurred and be continuing, then and Table of Contents in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:may (subject, in the case of Fixed Asset Priority Collateral, to three Business Days’ prior written notice (other than in the case of an Event of Default under Section 11.05 of the Credit Agreement) to the Borrower or such Grantor (in each case, subject to the terms of the Intercreditor Agreement)):
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 may, if permitted by applicable law, enter upon such Assignor's Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such AssignorGrantor or store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage);
(ii) after the Discharge of ABL Obligations, instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, including the Receivables Accounts (other than Government Accounts) and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Grantor in respect of such Collateral;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 6.2 hereof, or direct the relevant Assignor such Grantor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(viv) take possession of the Collateral or any part thereof, by directing the relevant Assignor such Grantor in writing to assemble and deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor Grantor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all depository banks and other depository institutions which have entered into a Deposit Account Control Agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank or other depository institution to the Cash Collateral Account in accordance with the terms of the respective Deposit Account Control Agreement (including by issuing a “Notice of Exclusive Control” in accordance with the terms thereof);
(iv) withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account maintained with the Collateral Agent or any other Secured Creditor (or any affiliate thereof) for application to the Obligations in accordance with Section 7.4 hereof;
(ivv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(vvi) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect, in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Administrative Agent at any place or places designated by the Collateral Administrative Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any a Noticed 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maysuch additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments held by such depository bank to the Cash Collateral Account and withdraw all moniesmoneys, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate liquidate, or direct such Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2, and
(C) while the Collateral shall be so stored and kept, provide such guards, other security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;
(vi) license or sublicense whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine;
(vii) apply any moneys constituting Collateral or proceeds thereof in accordance with Section 8.4; and
(viii) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC. it being understood that such Assignor’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 Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that (x) this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Lenders or, if the CA Termination Date has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes, New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Collateral Agent to commence and continue enforcement of the Liens created hereunder, which the Collateral Agent shall comply with subject to receiving any indemnity which it reasonably requests, provided further that the Collateral Agent shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or any other Security Document or to realize upon the security to be granted hereby or thereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Collateral Agent for the benefit of the Secured Creditors as their interest may appear upon the terms of this Agreement and the other Security Documents.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor 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 Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor or any other Person person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the ContractsReceivables) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;
(iii) sell, assign or otherwise liquidate, or direct such Assignor 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;
(iv) withdraw any or all monies, securities and and/or instruments in the Cash Collateral Account for application to the Obligations in accordance with Section section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, ; and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:;
(A) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent,
(B) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in section 7.2, and
(C) 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 good condition; it being understood that such Assignor'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 Collateral Agent shall be entitled to a decree requiring specific performance by the Assignor of said obligation.
Appears in 1 contract
Samples: Security Agreement (Safety Components International Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor The Debtor agrees that, if any Event of Default shall have occurred and be continuingcontinuing (and shall not have been waived by an appropriate vote or other action by the Lender), then and in every such case, subject to the Collateral Agentterms and provisions of the Credit Agreement and any applicable law, the Secured Party, in addition to any rights now or hereafter existing under any applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC or other any applicable law in all relevant jurisdictions and may, acting pursuant to and in accordance with the terms of the Credit Agreement and other Loan Documents:
(ia) personally, or by agents or attorneys, immediately take retake possession of the Collateral or any part thereof, from such Assignor the Debtor 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 such Assignor's the Debtor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;the Debtor; and
(iib) instruct the obligor or obligors on any agreement, instrument or other obligation (includingobligation, without limitation, the Receivables and the Contracts) Accounts constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation agreement directly to the Collateral Agent;Secured Party; and
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(ivc) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereofliquidate, or direct the relevant Assignor Debtor to sell, assign or otherwise liquidate liquidate, any or all of the Collateral or any part thereof, and, in each case, and take possession of the proceeds of any such sale or liquidation;; and
(vd) take possession of the Collateral or any part thereof, by directing the relevant Assignor Debtor in writing to deliver the same to the Collateral Agent Secured Party at any place or places designated by the Collateral AgentSecured Party, in which event such Assignor the Debtor shall at its own expense:
(i) forthwith cause the same, to the extent reasonably feasible, to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party,
(ii) store and keep any Collateral so delivered to the Secured Party (to the extent not physically delivered to the Secured Party) at such place or places pending further action by the Secured Party as provided in Section 7.02, and
(iii) while such 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 good condition; it being understood that the Debtor’s obligation to so deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Debtor of such obligation.
Appears in 1 contract
Samples: Security Agreement (Hearx LTD)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and maymay also:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof7.4;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof7.2, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Commitments under the Credit Agreement have been terminated and all Letters of Credit have been terminated or cash collateralized in a manner satisfactory to the Administrative Agent, Section 6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)) shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all moniesbanks which have entered into a control agreement with the Collateral Agent to transfer all moneys, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to or any other account maintained with or by the Obligations in accordance with Section 7.4 hereofCollateral Agent;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
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Samples: u.s. Security Agreement (Williams Scotsman of Canada Inc)
Remedies; Obtaining the Collateral Upon Default. Each Subject to the terms of the applicable Intercreditor Agreements and Section 11 of the Credit Agreement, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable lawlaw and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code laws in effect in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's ’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral AgentAgent and may exercise any and all remedies of such Assignor in respect of such Collateral;
(iii) withdraw instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments in held by such depositary bank to the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereofAccount;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 9.2 hereof, or direct the relevant such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:
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Samples: First Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
Remedies; Obtaining the Collateral Upon Default. Each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the Uniform Commercial Code UCC in all relevant jurisdictions and may:
(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor 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 such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;
(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent;
(iii) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof;
(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;
(v) take possession of the Collateral or any part thereof, by directing the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral AgentAgent reasonably convenient to the Collateral Agent and the Borrower, in which event such Assignor shall at its own expense:
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