Remedies; Obtaining the Collateral Upon Default. If any Event of Default shall have occurred or be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require the Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent. (c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency. (d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by the Collateral Agent.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If any Each Assignor agrees that, upon the occurrence and continuance of an Event of Default Default, Collateral Trustee, in addition to any rights now or hereafter existing under applicable law and under the other provisions of this Agreement and any other Parity Lien Document, shall have occurred or all rights as a secured creditor under the Code, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be continuing:asserted, including without limitation, the following (in each case subject to the terms of the Collateral Trust Agreement):
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent Trustee without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors Assignor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require the Grantors Assignors to, and each Grantor Assignor hereby agrees that it will at its own expense and upon request of the Collateral AgentTrustee forthwith, forthwith assemble all or part of the Collateral as directed by the Collateral Agent Trustee and make it available to the Collateral Agent Trustee at one or more locations where such Grantor Assignor regularly maintains Inventory Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral AgentTrustee’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. Each Grantor Assignor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days days’ notice to any of the Grantors applicable Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCCCode. The Collateral Agent Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Assignor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code. Each Assignor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and an Assignor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.
(b) The Collateral Agent is Trustee may instruct the obligor or obligors on any agreement, instrument or other obligation (including the Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to Collateral Trustee and may exercise any and all remedies of such Assignor in respect of such Collateral.
(c) Each Assignor hereby granted grants to Collateral Trustee a license or other right to use, license and sublicense without liability for royalties or any other charge, each Grantorall such Assignor’s Intellectual Property, including but not limited to, any labels, Patents, Copyrights, rights of use of any name, trade secretsTrademarks, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar natureCopyrights, and advertising matter, whether owned by any of the Grantors Assignor or with respect to which any of the Grantors have Assignor has rights under license, sublicense, or other agreementsagreements (including any Intellectual Property Contract), as it pertains to the CollateralCollateral and to exercise any other rights and remedies under this Article VI, in preparing for sale, advertising for sale and selling any Collateral, and each GrantorAssignor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral AgentTrustee.
(cd) Any cash held by the Collateral Agent Trustee as Collateral and all cash proceeds received by the Collateral Agent Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in Section 1.10 of the Credit Collateral Trust Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(de) Collateral Trustee may, in addition to other rights and remedies provided for herein, in the other Parity Lien Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Assignor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Assignor’s Deposit Accounts, including any Blocked Accounts, in which Collateral Trustee’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Assignor to pay the balance of such Deposit Account to or for the benefit of Collateral Trustee, and (ii) with respect to any Assignor’s Securities Accounts in which Collateral Trustee’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Assignor to (A) transfer any cash in such Securities Account to or for the benefit of Collateral Trustee, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Collateral Trustee.
(f) Collateral Trustee may take any other action as specified in clauses (a) through (e), inclusive, of Section 9-607 of the Code. Each Grantor Assignor hereby acknowledges that the Secured Obligations arose arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the continuing, Collateral Agent Trustee shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent Trustee shall have the right to the appointment of a receiver for the properties and assets of each of the GrantorsAssignor, and each Grantor Assignor hereby consents to such rights and such appointment and hereby waives any objection such Grantors Assignor may have thereto or the right to have a bond or other security posted by the Collateral AgentTrustee.
Appears in 1 contract
Samples: Parity Lien Security Agreement (Nathans Famous Inc)
Remedies; Obtaining the Collateral Upon Default. If Each Grantor agrees that, if any Event of Default shall have occurred or and be continuing:
(a) The , then and in every such case, the Collateral Agent may exercise in respect of the CollateralAgent, in addition to any rights now or hereafter existing under applicable law 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 provided for herein, to which a secured creditor is entitled under the laws in the other Loan Documentseffect in all relevant jurisdictions and may:
(i) personally, or otherwise available to itby agents or attorneys, all immediately take possession of the rights and remedies of a secured party on default under the UCC Collateral or any other applicable law. Without limiting the generality of the foregoingpart thereof, each from such Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate who then has possession of all any part thereof with or without notice or process of law, and for that purpose may enter upon such Grantor's premises where any portion 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 Grantor;
(iii) require instruct the Grantors toobligor or obligors on any agreement, and each Grantor hereby agrees that it will at its own expense and upon request of instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral Agentto make any payment required by the terms of such agreement, forthwith assemble all instrument or part of the Collateral as directed by other obligation directly to the Collateral Agent and make it available to the Collateral Agent at one or more locations where may exercise any and all remedies of such Grantor regularly maintains Inventory and in respect of such Collateral;
(iiiii) without notice except as specified belowsell, sell assign or otherwise liquidate any or all of the Collateral or any part thereof in one accordance with Section 5.2 hereof, or more parcels at public direct the relevant Grantor to sell, assign or private sale, at otherwise liquidate any or all of the Collateral Agent’s offices or elsewhereany part thereof, for cashand, on creditin each case, and upon take possession of the proceeds of any such other terms as sale or liquidation;
(iv) take possession of the Collateral or any part thereof, by directing the relevant Grantor in writing to deliver the same to the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at any reasonable place or places designated by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent., in which event such Grantor shall at its own expense:
(cx) Any cash held 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 Collateral and all cash proceeds received by the Collateral Agent provided in respect of any sale of, collection from, or other realization upon all or any part of Section 5.2 hereof; and
(z) while the Collateral shall be applied against so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the Secured Obligations same and to preserve and maintain it in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by the Collateral Agent.good condition;
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If The Pledgor agrees that, if any Event of Default shall have occurred or and be continuing:
(a) The Collateral Agent may exercise , then and in respect of the Collateralevery such case, and in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of available to a secured party on default under any applicable provision of the UCC NUCC, or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demandTrustee may, advertisement or notice subject to receipt of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and Approvals.
(i) require the Grantors topersonally, and each Grantor hereby agrees that it will at its own expense and upon request or by agents or attorneys, immediately take possession of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Pledged Collateral or any part thereof in one from the Pledgor or more parcels at public any other person who then has possession of any part thereof, with or private salewithout notice or process of law, at and for that purpose may enter upon the Pledgor's premises where any of the Pledged Collateral Agent’s offices or elsewhereis located and remove the same and use in connection with such removal any and all services, for cashsupplies, on credit, aids and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any facilities of the Grantors of Pledgor;
(ii) instruct the time and place of obligor or obligors on any public sale agreement, instrument or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The other obligation constituting Pledged Collateral Agent shall not be obligated to make any sale payment or render any performance required by the terms of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public such agreement, instrument or private sale from time obligation directly to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.Trustee or its designee;
(biii) The Collateral Agent is hereby granted a license sell or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicenseotherwise liquidate, or other agreements, as it pertains direct the Pledgor to sell or otherwise liquidate any or all investments made in whole or in part with the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Pledged Collateral Agent.
(c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part thereof, and take possession of the proceeds of any such sale or liquidation; and
(iv) take possession of the Pledged Collateral or any part thereof by directing the Pledgor in writing to deliver the same to the Trustee at any place or places designated by the Trustee, in which event the Pledgor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Trustee and there delivered to the Trustee;
(B) store and keep any Pledged Collateral so delivered to the Trustee at such place or places pending further action by the Trustee as provided in this Section 7(d); and
(C) while any such Pledged Collateral shall be applied against so stored and kept, provide such guard and maintenance services as shall be necessary to protect the Secured Obligations same and to preserve and maintain such Pledged Collateral in good condition; it being understood that the order set forth in Section 1.10 Pledgor's obligation so to deliver the Pledged Collateral is of the Credit Agreement. In essence of this Pledge Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the event the proceeds of Collateral are insufficient Trustee shall be entitled to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted decree requiring specific performance by the Collateral AgentPledgor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If any Upon the occurrence and during the continuation of an Event of Default Default, Collateral Trustee shall have occurred or be continuing:
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC laws which govern the creation, perfection or enforcement of security interests hereunder to enforce this Security Agreement and the security interests contained herein, and, in addition, Collateral Trustee 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 of the following to the extent permitted by Applicable Law:
(a) personally, or by trustees or attorneys, immediately take possession of the Collateral or any other applicable law. Without limiting the generality of the foregoingpart thereof, each Grantor expressly agrees that, in from any such event, the Collateral Agent without demand of performance one or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any more of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate who then has possession of all any part thereof with or without notice or process of any portion Applicable Law, and for that purpose may enter upon any one or more of the Grantors' premises where any of the Collateral is located and (i) require remove the Grantors tosame and use in connection with such removal any and all services, supplies, aids and each Grantor hereby agrees that it will at its own expense and upon request other facilities of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at any one or more locations where of the Grantors;
(b) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Collateral to make any payment required by the terms of such Grantor regularly maintains Inventory and instrument, agreement or obligation directly to Collateral Trustee;
(iic) without notice except as specified below, sell take possession of the Collateral or any part thereof in thereof, by directing any one or more parcels at public or private sale, of the Grantors in writing to deliver the same to Collateral Trustee at any place or places designated by Collateral Trustee, in which event the applicable Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by Collateral Trustee and there be delivered to Collateral Trustee;
(ii) store and keep any Collateral so delivered to Collateral Trustee at such place or places pending further action by Collateral Trustee as provided in Section 6.2 of this Security Agreement; 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 same in good condition. To the extent permitted by Applicable Law, each Grantor's obligation to deliver the Collateral is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale Trustee shall be required entitled to obtain a decree requiring specific performance by law, at least ten (10) days notice to any one or more of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedsaid obligations.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.
(c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by the Collateral Agent.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If The Borrower agrees that, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent shall, in addition to any rights now or hereafter existing under applicable law, have all rights as a secured creditor under the UCC as in effect from time to time in all relevant jurisdictions and may, upon the occurrence of, and while such is continuing, an Event of Default shall have occurred or be continuingDefault:
(a) The Collateral Agent may exercise in respect personally, or by agents, receiver, manager or attorneys, immediately take possession of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC Collateral or any other applicable law. Without limiting part thereof, from the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors Borrower or any other Person (all who then has possession of any part thereof with or without notice or process of law, and each of which demands, advertisements and notices are hereby expressly waived for that purpose may to the maximum extent permitted by law enter upon the UCC or Borrower's premises where any other applicable law), may take immediate possession of all or any portion of the Collateral is located and (i) require remove the Grantors tosame and, in connection with such removal, use any and all services, supplies, aids, and each Grantor hereby agrees that it will at its own expense and upon request other facilities of the Collateral AgentBorrower; and
(b) instruct the obligor or obligors on any agreement, forthwith assemble all instrument or part of other obligation (including, without limitation, the Accounts) constituting the Collateral as directed to make any payment required by the terms thereof directly to the Collateral Agent and make it available notify such obligors of the security interests granted hereunder; and
(c) sell, assign or otherwise liquidate, or direct the Borrower to the Collateral Agent at one sell, assign or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified belowotherwise liquidate, sell any or all of the Collateral or any part thereof in one and take possession of the proceeds of any such sale or more parcels at public or private sale, at any liquidation; and
(d) take possession of the Collateral Agent’s offices or elsewhereany part thereof, for cash, on credit, and upon such other terms as by directing the Borrower in writing to deliver the same to the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at any place or places reasonably designated by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent., in which event the Borrower shall at its own expense:
(ci) Any cash held forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and to be 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 Collateral and all cash proceeds received by the Collateral Agent provided in respect of any sale ofSection 5.02 herein, collection from, or other realization upon all or any part of and
(iii) while the Collateral shall be applied against so stored and kept, provide such guards and maintain services as shall be reasonably necessary or desirable to protect the Secured Obligations same and to preserve and maintain them in good condition (subject to reasonable wear and tear); it being understood that the order set forth in Section 1.10 Borrower's obligation to deliver the Collateral is of the Credit Agreement. In the event the proceeds essence of Collateral are insufficient this Agreement and that accordingly, upon application to satisfy all a court of the Secured Obligations in fullequity having jurisdiction, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right be entitled to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted decree requiring specific performance by the Collateral AgentBorrower of such obligation.
Appears in 1 contract
Samples: Uncommitted Revolving Credit Agreement (Tesoro Corp /New/)
Remedies; Obtaining the Collateral Upon Default. If The Debtor agrees that, upon any uncured Event of Default Default, as that term is defined in, and under the provisions of, the Convertible Secured Promissory Note, subject to any mandatory requirements of applicable law then in effect, the Secured Party, in addition to any rights now or hereafter existing under this Security Agreement or applicable law, shall have occurred all rights as a secured creditor under the Uniform commercial Code in all relevant jurisdictions, and may do any one or be continuingmore of the following:
(a) The Collateral Agent may exercise in respect Personally, or by agents or attorneys, immediately retake possession of the CollateralCollateral or any part thereof, in addition to other rights and remedies provided for herein, in from the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC Debtor or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance person or other demand, advertisement or notice entity who then has possession of any kind (except a part thereof, with or without notice specified below or process of time law, and place of public or private sale) to or for that purpose may enter upon the Debtor's premises where any of the Grantors Collateral is located and move the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Debtor; and,
(b) Personally, or any other Person (all and each by agents or attorneys, immediately enter upon the Debtor's premises for purposes of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or using any portion of the Collateral to, if necessary, bill and invoice unbilled xxxeivables and the Debtor hereby grants to the Secured Party the right and license to so use its premises (whether owned or leased by the Debtor) until the earlier to occur of either (i) require the Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request payment in full of the Collateral Agent, forthwith assemble all Secured Obligations or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) completion of billing and invoicing of all unbilled receivables; provide, however, that the Debtor shall be entitled to receive, for so long as the Secured Party shall have use of the Debtor's premises pursuant to this Paragraph 4.1.(b), reasonable rent for such use which shall be, (A) if the Debtor owns its premises, an amount equal to rent for comparable space incomparable locations used for comparable purposes, or (B) if the Debtor leases its premises, an amount equal to the rental payments due on the Debtor's premises for the period of the Secured Party use of such premises, pro-rated if necessary to reflect the Secured Party actual use of the premises, such rent to become due and payable as provided in Paragraph 4.3.(c) hereof; and
(c) Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without notice except as specified belowlimitation, sell any account receivables) constituting the Collateral to make any payment required by the terms of such instruments or agreements directly to the Secured Party; and,
(d) Sell, assign or otherwise liquidate, or direct the Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in one thereof, and take possession of the proceeds of any such sale or more parcels at public or private sale, at any liquidation; and,
(e) Take possession of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.
(c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of thereof, by directing the Debtor in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Debtor 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; and,
(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 Paragraph 4.2 hereof; and,
(iii) while the Collateral shall be applied against so stored and kept, provide such reasonable precautions as shall be necessary to protect, preserve and maintain the Collateral in good condition. It is expressly understood between the parties hereto that the Debtor's obligation to deliver the Collateral under this Paragraph is of the essence to this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Secured Obligations in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient Party shall be entitled to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted decree requiring specific performance by the Collateral AgentDebtor of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If Upon the occurrence and during the continuance of an Event of Default, to the extent any such action is not inconsistent with the Confirmation Order and the Intercreditor and Subordination Agreement, the Administrative Agent or the Collateral Agent on behalf of the Lenders, the Administrative Agent and the Collateral Agent shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may: perform all acts attendant to the Loans extended hereunder and to exercise all remedies in the case of any Event of Default shall have occurred or be continuing:
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documentshereunder; personally, or otherwise available to itby agents or attorneys, all the rights and remedies of a secured party on default under the UCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate retake possession of all or any portion of the Collateral and (i) require the Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Collateral or any part thereof, from Borrowers and their Subsidiaries or any other Person who then has possession of any part thereof in one with or more parcels at public without notice or private saleprocess of law (but subject to any applicable laws), at and for that purpose may enter upon Borrowers' or any of their Subsidiaries' premises where any of the Collateral Agent’s offices is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrowers or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale their Subsidiaries; sell, assign or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public otherwise liquidate, or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties direct Borrowers or any other chargeof their Subsidiaries to sell, each Grantor’s labelsassign or otherwise liquidate, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.
(c) Any cash or any part thereof, and take possession of the proceeds of any such sale or liquidation; apply any and all funds held by the Collateral Agent, on behalf of the Lenders, the Administrative Agent as Collateral and all cash proceeds received by the Collateral Agent in respect to the Obligations hereunder; and take possession of any sale of, collection from, or other realization upon all the Collateral or any part thereof, by directing Borrowers and any of their Subsidiaries in writing to deliver the same to the Administrative Agent or the Collateral Agent at any place or places designated by the Administrative Agent or the Collateral Agent, in which event Borrowers and any of their Subsidiaries shall at their own expense: forthwith cause the same to be moved to the place or places so designated by the Administrative Agent or the Collateral Agent and there delivered to the Administrative Agent or the Collateral Agent; while the Collateral shall be applied against stored and kept, provide such guards and maintenance services as shall be necessary to protect the Secured Obligations same and to preserve and maintain them in good condition; and it being understood that Borrowers or any of their Subsidiaries obligation so to deliver the order set forth in Section 1.10 Collateral is of the Credit Agreement. In essence of this Agreement and that, accordingly, upon application to the event Bankruptcy Court, the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Administrative Agent or the Collateral Agent shall have the right be entitled to an immediate writ a decree requiring specific performance by Borrowers or any of possession without notice their Subsidiaries of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by the Collateral Agentobligation.
Appears in 1 contract
Samples: Revolving Credit Agreement (United Artists Theatre Circuit Inc /Md/)
Remedies; Obtaining the Collateral Upon Default. If The Pledgor agrees that if any Event of Default shall have occurred or and be continuing:
(a) The Collateral Agent may exercise , then and in respect of the Collateralevery such case, and in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of available to a secured party on default under any applicable provision of the UCC NYUCC, or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and Trustee may:
(i) require the Grantors topersonally, and each Grantor hereby agrees that it will at its own expense and upon request or by agents or attorneys, immediately take possession of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Pledged Collateral or any part thereof in one from the Pledgor or more parcels at public any other person who then has possession of any part thereof, with or private salewithout notice or process of law, at and for that purpose may enter upon the Pledgor's premises where any of the Pledged Collateral Agent’s offices or elsewhereis located and remove the same and use in connection with such removal any and all services, for cashsupplies, on credit, aids and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any facilities of the Grantors of Pledgor;
(ii) instruct the time and place of obligor or obligors on any public sale agreement, instrument or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The other obligation constituting Pledged Collateral Agent shall not be obligated to make any sale payment or render any performance required by the terms of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public such agreement, instrument or private sale from time obligation directly to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.Trustee or its designee;
(biii) The Collateral Agent is hereby granted a license sell or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicenseotherwise liquidate, or other agreementsdirect the Pledgor to sell or otherwise liquidate, as it pertains to any or all investments made in whole or in part with the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Pledged Collateral Agent.
(c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part thereof, and take possession of the proceeds of any such sale or liquidation; and
(iv) take possession of the Pledged Collateral or any part thereof by directing the Pledgor in writing to deliver the same to the Trustee at any place or places designated by the Trustee, in which event the Pledgor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places so designated by the Trustee and there delivered to the Trustee;
(B) store and keep any Pledged Collateral so delivered to the Trustee at such place or places pending further action by the Trustee as provided in this Section 6(d); and
(C) while any such Pledged Collateral shall be applied against so stored and kept, provide such guard and maintenance services as shall be necessary to protect the Secured Obligations same and to preserve and maintain such Pledged Collateral in good condition; it being understood that the order set forth in Section 1.10 Pledgor's obligation so to deliver the Pledged Collateral is of the Credit Agreement. In essence of this Pledge Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the event the proceeds of Collateral are insufficient Trustee shall be entitled to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted decree requiring specific performance by the Collateral AgentPledgor of such obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If any Each Assignor agrees that, upon the occurrence and continuance of an Event of Default Default, Collateral Trustee, in addition to any rights now or hereafter existing under applicable law and under the other provisions of this Agreement and any other Note Document, shall have occurred or all rights as a secured creditor under the Code, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be continuing:asserted, including without limitation, the following (in each case subject to the terms of the Collateral Trust Agreement):
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent Trustee without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors Assignor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require the Grantors Assignors to, and each Grantor Assignor hereby agrees that it will at its own expense and upon request of the Collateral AgentTrustee forthwith, forthwith assemble all or part of the Collateral as directed by the Collateral Agent Trustee and make it available to the Collateral Agent Trustee at one or more locations where such Grantor Assignor regularly maintains Inventory Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s Trustee's offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. Each Grantor Assignor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days days’ notice to any of the Grantors applicable Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “"authenticated notification of disposition” " within the meaning of Section 9-611 of the UCCCode. The Collateral Agent Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Assignor agrees that the internet shall constitute a "place" for purposes of Section 9-610(b) of the Code. Each Assignor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and an Assignor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.
(b) The Collateral Agent is Trustee may instruct the obligor or obligors on any agreement, instrument or other obligation (including the Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to Collateral Trustee and may exercise any and all remedies of such Assignor in respect of such Collateral.
(c) Each Assignor hereby granted grants to Collateral Trustee a license or other right to use, license and sublicense without liability for royalties or any other charge, each Grantor’s all such Assignor's Intellectual Property, including but not limited to, any labels, Patents, Copyrights, rights of use of any name, trade secretsTrademarks, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar natureCopyrights, and advertising matter, whether owned by any of the Grantors Assignor or with respect to which any of the Grantors have Assignor has rights under license, sublicense, or other agreementsagreements (including any Intellectual Property Contract), as it pertains to the CollateralCollateral and to exercise any other rights and remedies under this Article VI, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s Assignor's rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral AgentTrustee.
(cd) Any cash held by the Collateral Agent Trustee as Collateral and all cash proceeds received by the Collateral Agent Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiencyIndenture.
(de) Collateral Trustee may, in addition to other rights and remedies provided for herein, in the other Note Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Assignor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Assignor's Deposit Accounts in which Collateral Trustee's Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Assignor to pay the balance of such Deposit Account to or for the benefit of Collateral Trustee, and (ii) with respect to any Assignor's Securities Accounts in which Collateral Trustee's Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Assignor to (A) transfer any cash in such Securities Account to or for the benefit of Collateral Trustee, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Collateral Trustee.
(f) Collateral Trustee may take any other action as specified in clauses (a) through (e), inclusive, of Section 9-607 of the Code. Each Grantor Assignor hereby acknowledges that the Secured Obligations arose arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the continuing, Collateral Agent Trustee shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent Trustee shall have the right to the appointment of a receiver for the properties and assets of each of the GrantorsAssignor, and each Grantor Assignor hereby consents to such rights and such appointment and hereby waives any objection such Grantors Assignor may have thereto or the right to have a bond or other security posted by the Collateral AgentTrustee.
Appears in 1 contract
Samples: Parity Lien Security Agreement (Nathans Famous Inc)
Remedies; Obtaining the Collateral Upon Default. If any Upon the occurrence and during the continuance of an Event of Default Default, Collateral Agent shall have occurred or be continuing:
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC laws which govern the creation, perfection or enforcement of security interests hereunder to enforce this Security Agreement and the security interests contained herein, and, in addition, Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, in addition to its other rights and remedies hereunder, including without limitation under Section 6.2 hereof, do any of the following to the extent permitted by Applicable Law:
(a) personally, or by trustees or attorneys, immediately take possession of the Collateral or any other applicable law. Without limiting the generality of the foregoingpart thereof, each Grantor expressly agrees that, in from any such event, the Collateral Agent without demand of performance one or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any more of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate who then has possession of all any part thereof with or without notice or process of any portion Applicable Law, and for that purpose may enter upon any one or more of the Grantors' premises where any of the Collateral is located and (i) require remove the Grantors tosame and use in connection with such removal any and all services, supplies, aids and each Grantor hereby agrees that it will at its own expense and upon request other facilities of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at any one or more locations where such Grantor regularly maintains Inventory and of the Grantors;
(iib) without notice except as specified below, sell take possession of the Collateral or any part thereof in thereof, by directing any one or more parcels at public or private sale, of the Grantors in writing to deliver the same to Collateral Agent at any place or places designated by Collateral Agent, in which event the applicable Grantor shall at its own expense:
(i) forthwith cause the same to be moved to the place or places so designated by Collateral Agent and there be delivered to Collateral Agent;
(ii) store and keep any Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent as provided in Section 6.2 of this Security Agreement; 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 same in good condition. To the extent permitted by Applicable Law, each Grantor's obligation to deliver the Collateral is of the Collateral Agent’s offices or elsewhereessence of this Security Agreement and, for cashaccordingly, on creditupon application to a court of equity having jurisdiction, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required entitled to obtain a decree requiring specific performance by law, at least ten (10) days notice to any one or more of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedsaid obligations.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.
(c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by the Collateral Agent.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If Each Assignor agrees that, if any Event of Default shall have occurred or 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 also:
(a) The Collateral Agent may exercise in respect personally, or by agents or attorneys, immediately retake possession of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC Collateral or any other applicable law. Without limiting the generality of the foregoingpart thereof, each Grantor expressly agrees that, in any from such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors Assignor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate who then has possession of all any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any portion 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
(ib) require or other obligation directly to the Grantors toCollateral Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and
(c) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof; and
(d) sell, assign or otherwise liquidate, or direct the relevant Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and each Grantor hereby agrees that it will take possession of the proceeds of any such sale or liquidation; and
(e) 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 its own expense and upon request of any place or places reasonably designated by the Collateral Agent, in which event such Assignor shall at its own expense:
(i) forthwith assemble all cause the same to be moved to the place or part of the Collateral as directed places so designated by the Collateral Agent and make it available there delivered to the Collateral Agent, and
(ii) store and keep any Collateral so delivered to the Collateral Agent at one such place or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without places pending further notice, be made at the time and place to which it was so adjourned.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.
(c) Any cash held action by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent provided in respect of any sale ofSection 7.2 hereof, collection from, or other realization upon all or any part of and
(iii) while the Collateral shall be applied against so stored and kept, provide such guards and maintenance services as shall be necessary to protect the Secured Obligations 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 order set forth Collateral for such term and on such conditions and in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing manner as the Collateral Agent shall have in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the right Collateral is of the essence of this Agreement and that, accordingly, upon application to an immediate writ a court of possession without notice of a hearing. The equity having jurisdiction, the Collateral Agent shall have the right be entitled to the appointment a decree requiring specific performance by such Assignor of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by the Collateral Agentsaid obligation.
Appears in 1 contract
Samples: Security Agreement (Universal Compression Holdings Inc)
Remedies; Obtaining the Collateral Upon Default. If Upon the occurrence of the occurrence and continuation of any Event of Default Default, the Administrative Agent, in addition to any rights now or hereafter existing under applicable law shall have occurred or be continuingall rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documentspersonally, or otherwise available to itby agents or attorneys, all the rights and remedies of a secured party on default under the UCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate immediately retake possession of all or any portion of the Collateral and (i) require the Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Collateral or any part thereof, from the Borrower, any MCC Guarantor or any other Person who then has possession of any part thereof in one with or more parcels at public without notice or private saleprocess of law (but subject to any Requirements of Law), at and for that purpose may enter upon the Borrower’s or any MCC Guarantor’s premises where any of the Collateral Agent’s offices or elsewhereis located and remove the same and use in connection with such removal any and all services, for cashsupplies, on credit, aids and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any facilities of the Grantors of the time and place of any public sale Borrower or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.MCC Guarantor;
(b) The Collateral Agent is hereby granted a license sell, assign or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicenseotherwise liquidate, or other agreementsdirect any Loan Party to sell, as it pertains to assign or otherwise liquidate, any or all of the Collateral, in preparing for and take possession of the proceeds of any such sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.assignment or liquidation; and
(c) Any cash held by take possession of the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of thereof, by directing the Borrower and any MCC Guarantor in writing to deliver the same to the Administrative Agent at any place or places designated by the Administrative Agent, in which event the Borrower and such MCC 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, and
(iii) while the Collateral shall be applied against so stored and kept, provide such guards and maintenance services as shall be necessary to protect the Secured Obligations same and to preserve and maintain them in good condition ordinary wear and tear excepted; it being understood that the order set forth in Section 1.10 Borrower’s and each MCC Guarantor’s obligation so to deliver the Collateral is of the Credit Agreement. In essence of this Agreement and that, accordingly, the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Administrative Agent shall have the right be entitled to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted decree requiring specific performance by the Collateral AgentBorrower or such MCC Guarantor of such obligation.
Appears in 1 contract
Samples: Term Loan, Guarantee and Security Agreement (Terra Industries Inc)
Remedies; Obtaining the Collateral Upon Default. If any The Debtor and each Subsidiary agrees that, if an Event of Default shall have occurred or be continuing, the Notes shall immediately become due and payable upon written notice to the Debtor (except in the case of an Event of Default under subsections (e) or (f) of the definition of Event of Default, in which event such Notes shall automatically become due and payable). In addition, the Secured Party shall have all rights of a secured creditor under the Uniform Commercial Code and, subject to the terms of the Subordination Agreement, may:
(a) The Collateral Agent may exercise in respect personally, or by agents or attorneys, immediately take possession of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC Collateral or any other applicable law. Without limiting part thereof, from the generality of the foregoing, each Grantor expressly agrees that, in Debtor or any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors Subsidiary or any other Person (all who then has possession of any part thereof, with or without notice or process of law, and each of which demands, advertisements and notices are hereby expressly waived to for that purpose may enter upon the maximum extent permitted by the UCC Debtor's or any other Subsidiary's premises in a manner not in violation of applicable law), may take immediate possession of all or law where any portion of the Collateral is located and (i) require remove the Grantors tosame and use in connection with such removal any and all services, supplies, aids and each Grantor hereby agrees that it will at its own expense and upon request other facilities of the Collateral Agent, forthwith assemble all Debtor or part of the Collateral as directed any Subsidiary;
(b) occupy any premises owned or leased by the Collateral Agent Debtor or any Subsidiary where documents and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell things embodying the Collateral or any part thereof are assembled or located for a reasonable period in one order to effectuate its rights and remedies hereunder or more parcels at public or private saleunder law, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, without obligation to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(b) The Collateral Agent is hereby granted a license or other right to use, without liability for royalties Debtor or any other charge, each Grantor’s labels, Patents, Copyrights, rights Subsidiary in respect of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.such occupation;
(c) Any cash held instruct the obligor or obligors on any agreement, instrument or other obligation (including the Receivables) constituting Collateral to make any payment required by the Collateral Agent as Collateral and terms of such agreement, instrument or other obligation directly to the Secured Party;
(d) sell, assign or otherwise liquidate any or all cash proceeds received by of the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part thereof, or direct the Debtor or the Subsidiaries 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;
(e) take possession of the Collateral or any part thereof, by directing the Debtor or the Subsidiaries in writing to deliver the same to the Secured Party at any place or places reasonably designated by the Secured Party, in which event the Debtor or any applicable Subsidiary shall at its own expense:
(i) cause the same to be moved to the place or places so designated by 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; and
(iii) while the Collateral shall be applied against 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;
(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 Secured Obligations Party shall in the order set forth in Section 1.10 of the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.its reasonable judgment determine;
(dg) Each Grantor hereby acknowledges that the Secured Obligations arose out commence a proceeding in a court of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to competent jurisdiction for the appointment of a receiver for (which term shall include a receiver-manager) and the properties and assets of each of the Grantors, Debtor and each Grantor hereby Subsidiary consents to such rights appointment; and
(h) exercise any other right available under applicable law; IT BEING UNDERSTOOD that the Debtor's and such appointment any applicable Subsidiary's obligation to deliver the Collateral is of the essence of this Agreement and hereby waives that, accordingly, upon application to any objection such Grantors may have thereto or court of competent jurisdiction, the right Secured Party shall be entitled to have a bond or other security posted decree requiring specific performance by the Collateral AgentDebtor and the Subsidiaries, or any of them, of said obligation.
Appears in 1 contract
Remedies; Obtaining the Collateral Upon Default. If any Upon the occurrence and during the continuance of an Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any Orders, the Lender, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, shall have occurred or be continuingall rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and may:
(a) The Collateral Agent may exercise in respect of instruct the Collateralobligor or obligors on any agreements, in addition to instrument or other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, obligation constituting the Collateral Agent without demand of performance or (other demandthan the Arbitration Proceeding Rights, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived prior to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and (iFinal Award Date) require the Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any sale payment required by the terms of such instrument or agreement directly to the Lender or to any Cash Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.Account;
(b) The Collateral Agent is hereby granted a license sell, assign or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicenseotherwise liquidate, or other agreementsdirect the Borrower to sell, as it pertains to the Collateralassign or otherwise liquidate, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under or all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.(other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all the proceeds of any such sale, assignment or liquidation;
(c) Any cash held by require that the Collateral Agent as Collateral and all cash proceeds Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Agent in respect of any sale ofAccount and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, collection fromor, or other realization upon all or any part of after the Collateral shall be applied against CCAA Case has ended, pay the Secured Obligations same into court in the order set forth in Section 1.10 Ontario Superior Court of Justice (Commercial List), and apply to such court to have the Credit Agreement. In amounts contemplated by Exhibit F paid out of court and deposited to the event appropriate Cash Collateral Account or paid to the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.Lender;
(d) Each Grantor hereby acknowledges that the Secured Obligations arose out take possession of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have (other than the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right Arbitration Proceeding Rights, prior to the appointment of a receiver for Final Award Date) or any part thereof, by directing the properties and assets of each of Borrower in writing to deliver the Grantors, and each Grantor hereby consents same to such rights and such appointment and hereby waives the Lender at any objection such Grantors may have thereto place or the right to have a bond or other security posted places designated by the Lender, in which event 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, and
(ii) store and keep any Collateral Agentso delivered to the Lender at such place or places pending further action by the Lender as provided in Section 9.2.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Crystallex International Corp)
