Remedies of Secured Party. Subject to the prior payment in full of ------------------------- the indebtedness owed by Debtor to the Senior Lenders, and upon the occurrence of any Event of Default, Secured Party may, at its option and without notice to or demand on Debtor and in addition to all rights and remedies otherwise available at law or in equity or otherwise to Secured Party, do any one or more of the following: (i) Foreclose or otherwise enforce Secured Party's security interest in any manner permitted by law or provided for in this Security Agreement; (ii) Sell, lease or otherwise dispose of any Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Secured Party may determine; (iii) Recover from Debtor all costs and expenses, including but not limited to reasonable attorneys' fees, incurred or paid by Secured Party in exercising any right, power or remedy provided by this Security Agreement or by law; (iv) Require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party; (v) Enter onto property where any Collateral is located and take possession thereof with or without judicial process; and (vi) Prior to the disposition of the Collateral, store, process, repair or recondition it or otherwise prepare it for disposition in any manner. provided however that upon the occurrence of an Event of Default, Secured Party ---------------- shall have the right to purchase from the Senior Lenders their entire right, title and interest with respect to the indebtedness owed by Debtor to the Senior Lenders, for a cash purchase price equal to the aggregate unpaid principal balance of such indebtedness plus accrued and unpaid interest (including default interest), fees and any other amounts then owing to the Senior Lenders.
Appears in 1 contract
Remedies of Secured Party. Subject In addition to the prior payment in full of ------------------------- the indebtedness owed by Debtor to the Senior Lenderssuch other rights and remedies as may be provided for herein, and upon the occurrence of any Event of DefaultDefault and at any time thereafter, Secured Party may, at its option and without notice to or demand on Debtor and in addition to all waiving any rights and remedies otherwise available at law of a Secured Party under the Uniform Commercial Code of Texas and without any further notice, exercise one or in equity or otherwise to more of the following remedies as Secured Party, do in its sole discretion, may elect:
(a) Secured Party may declare the Indebtedness and any interest accrued and earned thereon immediately due and payable.
(b) Secured Party shall have, then or at any time thereafter, the rights and remedies provided in the Uniform Commercial Code in force in the State of Texas at the date of execution of this Security Agreement or the date of any Event of Default.
(c) Secured Party may, in accordance with the terms of Section 5.3 below, in its discretion, sell, assign and deliver all or any part of the Collateral at public or private sale and bid and become purchaser at any such sale, without any notice, advertisement or demand whatsoever except for the notice provided for in Section 5.3 below.
(d) All income, dividends, distributions or benefits attributable or accruing to the Collateral delivered to Secured Party may be held by Secured Party as security for the Indebtedness or applied by Secured Party on the principal amount of the Indebtedness, whether or not then due, and all interest accrued thereon, in such order or manner as Secured Party may elect.
(e) Secured Party may exercise any one or more of the following:
(i) Foreclose or otherwise enforce Secured Party's security interest in any manner permitted by law or other rights and remedies provided for in this Security Agreement or the Purchase Agreement;
(ii) Sell, lease or otherwise dispose of any Collateral at one or more public or private salesincluding, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Secured Party may determine;
(iii) Recover from Debtor all costs and expenses, including but not limited to reasonable attorneys' feesto, incurred or paid by Secured Party the rights and remedies provided for in exercising any rightSection 4.2 and Section 4.5 above. Provided, power or remedy provided by this Security Agreement or by law;
(iv) Require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party;
(v) Enter onto property where any Collateral is located and take possession thereof with or without judicial process; and
(vi) Prior to the disposition of the Collateral, store, process, repair or recondition it or otherwise prepare it for disposition in any manner. provided however that upon the occurrence of an Event of Defaulthowever, Secured Party ---------------- shall have no duty to exercise any of the right aforesaid rights, privileges or options provided for in this Section 5.2 and shall not be responsible for any failure to purchase from do so or delay in so doing and shall not do so if such act would create or result in a violation of the Senior Lenders their entire right, title and interest with respect to the indebtedness owed by Debtor to the Senior Lenders, for a cash purchase price equal to the aggregate unpaid principal balance of such indebtedness plus accrued and unpaid interest (including default interest), fees and federal Change in Bank Control Act or Bank Holding Company Act or any other amounts then owing federal, state of other governmental statute, law, rule or regulation. The Pledgors will execute all such applications and other instruments as may be necessary or appropriate to obtain any consent, approval or authorization of any federal, state or other governmental department, agency or authority as shall be necessary to effectuate any of the Senior Lendersforegoing rights or remedies and will otherwise use their best efforts to secure the same.
Appears in 1 contract
Remedies of Secured Party. Subject to the prior payment in full of ------------------------- the indebtedness owed by Debtor to the Senior Lenders, and upon Upon the occurrence of any Event of Default, Secured Party may, at its option option, in addition to its other rights hereunder, and without notice to or demand on Debtor and in addition to all rights and remedies otherwise available at law or in equity or otherwise to Secured PartyParty under the UCC, do any one or more of the following:
(ia) Foreclose declare the unpaid balance on the Note due and payable;
(b) foreclose or otherwise enforce Secured Party's security interest in any manner permitted by law law, or provided for in this Security Agreement;
(iic) Sellsell, lease or otherwise dispose of any Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Secured Party may determine;
(iiid) Recover recover from Debtor all costs and expenses, including but not limited to including, without limitation, reasonable attorneys' fees, incurred or paid by Secured Party in exercising any right, power or remedy provided by this Security Agreement or by law;
(ive) Require require Debtor to deliver the Collateral or assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party and store the Collateral, all at Debtor's risk and without charge to Secured Party;
(vf) Enter enter onto property where any Collateral is located and take possession thereof with or without judicial process; and;
(vig) Prior prior to the disposition of the Collateral, store, process, repair or recondition it or otherwise prepare it for disposition in any manner. provided however that upon reasonable manner and to the occurrence of an Event of Default, extent Secured Party ---------------- shall have the right to purchase from the Senior Lenders their entire right, title and interest with respect deems appropriate; and
(h) to the indebtedness owed by extent permitted by, and subject to compliance with any mandatory requirements of, applicable law then in effect, as a matter of right and without regard to the adequacy of the security, to appoint or have appointed a receiver or receivers (or other similar officials) for all or any portion of the Collateral and for the rents, products, revenues and other income therefrom, with such rights, powers, privileges and immunities as applicable law or the court or other entity making such appointment shall confer. The obligation of Debtor to assemble and deliver the Senior LendersCollateral pursuant to part (d) above, is a basic provision of this Agreement and Secured Party may apply to a court of competent jurisdiction for a cash purchase price equal to the aggregate unpaid principal balance and obtain specific performance of such indebtedness plus accrued and unpaid interest (including default interest), fees and any other amounts then owing to the Senior LendersObligations.
Appears in 1 contract
Samples: Security Agreement (Wherehouse Entertainment Inc /New/)
Remedies of Secured Party. Subject to Upon the prior payment in full of ------------------------- the indebtedness owed by Debtor to the Senior Lenders, and upon the occurrence happening of any Event of DefaultDefault specified herein, and at any time thereafter, at the option of the holder thereof, all or any part of the Obligations shall become immediately due and payable without presentment, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, protest, notice of dishonor, or any other notice whatsoever to Debtor, or any person obligated thereon, and Secured Party shall have and may exercise with reference to the Collateral and Obligations any and all of the rights and remedies of a secured party under the Uniform Commercial Code as then in effect in the State of Texas, and as otherwise granted herein or under any other applicable law or under any other agreements executed by Debtor (all of which rights and remedies shall be cumulative), including, without limitation, the right to sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash or on credit, or for future delivery without assumption of any credit risk, and at such price or prices as Secured Party may deem satisfactory. Any holder of the Obligations may be the purchaser of all or any part of the Collateral so sold at any public sale (or if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quota tions, at any private sale) and thereafter hold the same absolutely, free from any right or claim or right of whatever kind. Secured Party is hereby authorized at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Securities to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or sale of any of the Pledge of Securities. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatever kind. Secured Party shall give Debtor ten days' written notice of its intention to make any such public or private sale or sale at broker's board or on a securities exchange. Such notice, in the case of a public sale, shall state the time and place fixed for such sale, and, in the case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels as Secured Party may determine. Secured Party shall not be obligated to make any such sale pur suant to any such notice. Secured Party may, at its option and without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or demand place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on Debtor credit or for future delivery, the Collateral so sold may be retained by Secured Party until the purchase price is paid by the purchaser thereof, but Secured Party shall not incur any liability due to any failure of such purchaser to take up and in addition to all rights and remedies otherwise available pay for the Collateral so sold and, upon such failure, such Collateral may again be sold upon like notice. Instead of exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit or suits at law or in equity or otherwise to Secured Party, do any one or more of foreclose the following:
(i) Foreclose or otherwise enforce Secured Party's security interest in any manner permitted by law or provided for in this Security Agreement;
(ii) Sell, lease or otherwise dispose of any Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms interests herein granted and in such manner as Secured Party may determine;
(iii) Recover from Debtor all costs and expenses, including but not limited to reasonable attorneys' fees, incurred or paid by Secured Party in exercising any right, power or remedy provided by this Security Agreement or by law;
(iv) Require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party;
(v) Enter onto property where any Collateral is located and take possession thereof with or without judicial process; and
(vi) Prior to the disposition of sell the Collateral, storeor any part thereof, processunder a judgment or decree of a court or courts of competent jurisdiction. Secured Party is hereby granted the right, repair or recondition it or otherwise prepare it for disposition in any manner. provided however that upon after the occurrence of an Event of Default, to transfer at any time to itself or its nominee the Pledged Securities, or any part thereof, and thereafter to exercise all voting rights with respect to any such Pledged Securities so transferred and to receive the proceeds, payments, moneys, income or benefits attributable or accruing thereto and to hold the same as security for the Obligations, or at Secured Party's election, to apply such amounts to the Obligations, whether or not then due, in such order as Secured Party ---------------- shall have the right may elect, or, Secured Party may, at its option, without transferring such Pledged Securities to purchase from the Senior Lenders their entire rightits nominee, title and interest exercise all voting rights with respect to the indebtedness owed by Pledged Securities and vote all or any part of the Pledged Securities at any regular or special meeting of shareholders, and Debtor does hereby name, constitute and appoint as the proxy of Debtor the Secured Party, in the Debtor's name, place and stead to the Senior Lendersvote any and all such Pledged Securities, as such proxy may elect, for a cash purchase price equal and in the name, place and stead of Debtor, such proxy to the aggregate unpaid principal balance of such indebtedness plus accrued be irrevocable and unpaid interest (including default deemed coupled with an interest), fees and any other amounts then owing to the Senior Lenders.
Appears in 1 contract