Rights and Remedies Generally. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies of a secured party under the NH UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Secured Party is sought, the Secured Party may take any or all of the following actions: (a) The Secured Party may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured Party. (b) The Secured Party may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing). (c) The Secured Party may sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party may determine, and the Secured Party may purchase any Collateral at any such sale. The Debtor agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor agrees to execute all applications or other instruments as may be required. (d) With respect to any Collateral consisting of Accounts, the Secured Party may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the Debtor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes. (e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures. (f) With respect to any Collateral consisting of Investment Property, the Secured Party may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx for, collect or make any compromise or settlement it deems desirable. (g) The Secured Party may perform any covenant or agreement of any of the Debtor contained herein that the Debtor has failed to perform and in so doing the Secured Party may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party may make for the protection of any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Debtor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Agreement to be paid on Prime Rate Loans after the occurrence of an Event of Default. No such performance of any covenant or agreement by the Secured Party on behalf of any Debtor, and no such advance or expenditure therefor, shall relieve the Debtor of any Event of Default. (h) The Secured Party may retain and apply the Proceeds of any disposition of Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders shall determine. Any surplus remaining after such application shall be paid to the Debtor or to whomever may be legally entitled thereto, provided that in no event shall the Debtor be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the Lenders. The Debtor shall remain liable for any deficiency.
Appears in 2 contracts
Samples: Security Agreement (Green Mountain Coffee Inc), Security Agreement (Green Mountain Coffee Inc)
Rights and Remedies Generally. Following the occurrence and during the continuance of If an Event of DefaultDefault shall occur and be continuing, then and in addition to every such case, the Secured Party shall have all the rights and remedies of a secured party the Secured Party under the NH UCC and or the Uniform Commercial Code in effect any applicable jurisdiction, shall have all rights now or hereafter existing under all other applicable laws, and, subject to any mandatory requirements of applicable law then in effect, shall have all the rights set forth in this Security Agreement and all the rights set forth with respect to the Collateral or this Security Agreement in any other jurisdiction agreement between the parties, provided that the exercise of such rights shall be subject to Section 2.2(b)(ii) of this Agreement. Such rights shall include, without limitation, the right to:
(a) recover the reasonable fees and expenses incurred by the Secured Party in which the enforcement of the rights Secured Obligations and this Security Agreement, including reasonable fees, expenses and disbursements of agents and counsel to the Secured Party;
(b) personally, or by agents or attorneys, immediately take possession of the Secured Party Collateral or any part thereof, from the Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Debtor's premises where any of the Collateral is soughtlocated and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Secured Party may take Debtor;
(c) sell, assign or otherwise liquidate, or direct the Debtor to sell, assign or otherwise liquidate, any or all of the following actions:
(a) The Secured Party mayCollateral or any part thereof, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any proceeds of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured Party.
(b) The Secured Party may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing).
(c) The Secured Party may sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party may determine, and the Secured Party may purchase any Collateral at any such sale. The Debtor agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor agrees to execute all applications or other instruments as may be required.liquidation;
(d) With respect to any use, manage, operate and control the Collateral consisting of Accounts, the Secured Party may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the Debtor; 's businesses and (v) sell, assign, transfer, make any agreement in respect of, properties to preserve the Collateral or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx for, collect or make any compromise or settlement it deems desirable.
(g) The Secured Party may perform any covenant or agreement of any of the Debtor contained herein that the Debtor has failed to perform and in so doing the Secured Party may expend such sums as it may reasonably deem advisable in the performance thereofvalue, including, without limitation, the rights to take possession of all of the Debtor's premises and property, to exclude any third parties, whether or not claiming under the Debtor, from such premises and property, to make repairs, replacements, alterations, additions and improvements to the Collateral, and to dispose of all or any portion of the Collateral in the ordinary course of the Debtor's business; and
(e) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Collateral to make any payment required by the terms of any taxes such instrument, agreement or insurance premiums, payment obligation directly to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party may make for Party. Notwithstanding the protection foregoing, the terms of the UCC or any Collateral other applicable law, no such instruction or which it may be compelled to make by operation of law. All such sums and amounts so expended notice shall be repaid by the Debtor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Agreement given prior to be paid on Prime Rate Loans after the occurrence of an Event of Default. No such performance Default under Section 2.1 of any covenant or agreement by the Secured Party on behalf of any DebtorPromissory Note, notice thereof, and no such seven (7) days advance or expenditure therefor, shall relieve notice to the Debtor of any Event the proposed delivery of Defaultsuch instruction or notice.
(h) The Secured Party may retain and apply the Proceeds of any disposition of Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders shall determine. Any surplus remaining after such application shall be paid to the Debtor or to whomever may be legally entitled thereto, provided that in no event shall the Debtor be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the Lenders. The Debtor shall remain liable for any deficiency.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fidelity Leasing Inc), Stock Purchase Agreement (Resource America Inc)
Rights and Remedies Generally. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies of a secured party under the NH UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Secured Party is sought, the Secured Party may take any or all of the following actions:
(a) The Secured Party may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and and, subject to applicable law, take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured Party.
(b) The Secured Party may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing).
(c) The Secured Party may sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party may determinedetermine in accordance with applicable law, and the Secured Party may purchase any Collateral at any such sale. The Debtor agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor agrees to execute all applications or other instruments as may be required.
(d) With respect to any Collateral consisting of Accounts, the Secured Party may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the Debtor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx sue for, collect or make any compromise or settlement it deems desirabledesirxxxe.
(g) The Secured Party may perform any covenant or agreement of any of the Debtor contained herein that the Debtor has failed to perform and in so doing the Secured Party may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party may make for the protection of any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Debtor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Agreement to be paid on Prime Rate Loans after the occurrence of an Event of Default. No such performance of any covenant or agreement by the Secured Party on behalf of any Debtor, and no such advance or expenditure therefor, shall relieve the Debtor of any Event of Default.
(h) The Secured Party may retain and apply the Proceeds of any disposition of Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders shall determine. Any surplus remaining after such application shall be paid to the Debtor or to whomever may be legally entitled thereto, provided that in no event shall the Debtor be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the Lenders. The Debtor shall remain liable for any deficiency.
Appears in 1 contract
Rights and Remedies Generally. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies of a secured party under the NH NY UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Secured Party Administrative Agent is sought, the Secured Party Administrative Agent may take any or all of the following actions:
(a) The Secured Party Administrative Agent may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party Administrative Agent may, so far as the Debtor Borrower can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured PartyAdministrative Agent.
(b) The Secured Party Administrative Agent may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor Borrower with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party Administrative Agent was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing).
(c) The Secured Party may Administrative Agent may, upon such notice as is required by Section 9.02 or by applicable statute, sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party Administrative Agent may determine, and the Secured Party Administrative Agent may purchase any Collateral at any such sale. The Debtor Borrower agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the DebtorBorrower. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor Borrower agrees to execute all applications or other instruments as may be required.
(d) With respect to any Collateral consisting of Accounts, the Secured Party Administrative Agent may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party Administrative Agent may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party Administrative Agent may reasonably deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor Borrower and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the DebtorBorrower; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party Administrative Agent were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party Administrative Agent may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party Administrative Agent shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor the Borrower of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party Administrative Agent may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx for, collect or make any compromise or settlement it deems desirable.
(g) The Secured Party Administrative Agent may perform any covenant or agreement of any of the Debtor Borrower contained herein that the Debtor Borrower has failed to perform and in so doing the Secured Party Administrative Agent may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party Administrative Agent may make for the protection of any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Debtor Borrower upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Loan Agreement to be paid on Prime Base Rate Loans after the occurrence of an Event of Default. No such performance of any covenant or agreement by the Secured Party Administrative Agent on behalf of any Debtorthe Borrower, and no such advance or expenditure therefor, shall relieve the Debtor Borrower of any Event of Default.
(h) The Secured Party Administrative Agent may retain and apply the Proceeds of any disposition of Collateral, first, to the payment of its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders Banks shall determine. Any surplus remaining after such application shall be paid to the Debtor Borrower or to whomever may be legally entitled thereto, provided that in no event shall the Debtor Borrower be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the LendersBanks. The Debtor Borrower shall remain liable for any deficiency.
Appears in 1 contract
Samples: Security Agreement (Gamestop Corp)
Rights and Remedies Generally. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies of a secured party under the NH UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Secured Party is sought, the Secured Party may take any or all of the following actions:
(a) The Secured Party may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and and, subject to applicable law, take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured Party.
(b) The Secured Party may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing).
(c) The Secured Party may sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party may determinedetermine in accordance with applicable law, and the Secured Party may purchase any Collateral at any such sale. The Debtor agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor agrees to execute all applications or other instruments as may be required.
(d) With respect to any Collateral consisting of Accounts, the Secured Party may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the Debtor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx sue for, collect or make any compromise or settlement it deems desirabledesixxxle.
(g) The Secured Party may perform any covenant or agreement of any of the Debtor contained herein that the Debtor has failed to perform and in so doing the Secured Party may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party may make for the protection of any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Debtor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Agreement to be paid on Prime Rate Loans after the occurrence of an Event of Default. No such performance of any covenant or agreement by the Secured Party on behalf of any Debtor, and no such advance or expenditure therefor, shall relieve the Debtor of any Event of Default.
(h) The Secured Party may retain and apply the Proceeds of any disposition of Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders shall determine. Any surplus remaining after such application shall be paid to the Debtor or to whomever may be legally entitled thereto, provided that in no event shall the Debtor be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the Lenders. The Debtor shall remain liable for any deficiency.
Appears in 1 contract
Rights and Remedies Generally. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies of a secured party under the NH UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Secured Party is sought, the Secured Party may take any or all of the following actions:
(a) The Secured Party may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured Party.
(b) The Secured Party may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing).
(c) The Secured Party may sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party may determine, and the Secured Party may purchase any Collateral at any such sale. The Debtor agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor agrees to execute all applications or other instruments as may be required.
(d) With respect to any Collateral consisting of Accounts, the Secured Party may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the Debtor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx for, collect or make any compromise or settlement it deems desirable.
(g) The Secured Party may perform any covenant or agreement of any of the Debtor contained herein that the Debtor has failed to perform and in so doing the Secured Party may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party may make for the protection of any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Debtor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Agreement to be paid on Prime Rate Loans after Upon the occurrence of an Event of Default. No such performance , and subject to the terms of any covenant or agreement by the Secured Party Loan Agreement and the Note, the Agent, on behalf of the Secured Parties, shall be entitled to exercise, in addition to any and all rights and remedies contained in this Agreement and any and all other agreements with Debtor, any and all of the rights and remedies available to a Secured Parties under the UCC or applicable law, including, without limitation:
(i) without notice, demand or legal process, to enter upon any premises of Debtor and take possession of any of the Collateral and the books and records of Debtor constituting Collateral or relating to the Collateral; (ii) require Debtor to assemble, at such Debtor's expense, any and all of the Inventory and Equipment at reasonably convenient location(s) designated by the Agent, including the premises of Debtor, and no such advance to make the same available to the Agent and Secured Parties and reasonably cooperate in all material respects in connection with the Agent's and Secured Parties's rights hereunder; and (iii) to sell, lease, transfer, endorse, assign or expenditure therefordeliver the whole or any part of the Collateral at any public or private sale; and, shall relieve the Debtor upon consummation of any Event such sale, the Agent shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Collateral or any portion thereof so sold, and each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of DefaultDebtor.
(hb) The Secured Party may retain Debtor hereby irrevocably appoints the Agent as its attorney-in-fact (which appointment shall be irrevocable and apply deemed coupled with an interest), with full authority in the Proceeds place and stead of any disposition Debtor and in the name of CollateralDebtor or otherwise, firstfrom time to time after an Event of Default has occurred, to its reasonable expenses of retaking, holding, protecting take any action and maintaining, to execute any instrument which the Agent may deem necessary or advisable to:
(i) obtain and preparing for disposition and disposing of, the Collateral, including attorneys' fees and other legal expenses incurred by it in connection therewith; and second, adjust insurance required to the payment of the Obligations in such order of priority as the Lenders shall determine. Any surplus remaining after such application shall be paid to the Debtor Agent or Secured Parties pursuant to whomever may be legally entitled theretothis Agreement; (ii) ask, provided that demand, collect, sue for, recover, compound, recxxxe and give acquittance and receipts for moneys due and to become due under or in no event shall the Debtor be credited with respect of any part of the Proceeds Collateral; (iii) receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with clause (a) or (b) of this Paragraph 6.1(b); (iv) prepare, execute and file appropriate UCC financing statements; and (v) file any claims or take any action or institute any proceedings which the disposition Agent may deem necessary or desirable for the collection of any of the Collateral until or the assignment or other transfer of the Collateral in connection with the exercise of the Agent's and Secured Parties's remedies under this Agreement. Notwithstanding the foregoing, such Proceeds appointment (other than the appointment in clause (iv) of this Paragraph 6.1(b)) shall have been received be effective only upon an Event of Default and then only if and to the extent necessary to permit the Agent and Secured Parties the practical realization of rights and remedies granted under this Agreement.
(c) The Agent shall give the Debtor at least ten days' written notice (which the Debtor agrees is reasonable notification within meaning of the applicable sections of the UCC) of the Agent's intention to attempt to make any such public or private sale of Collateral. Such notice, in cash the case of public sale, shall state the time and place for such sale (which may be on the premises of Debtor). Any public sale of any of the Collateral shall be held at such time or times within ordinary business hours and at such place or places as the Agent may fix and so state in the notice of such sale. At any such sale, the Collateral or any portion thereof may be sold in its entirety or in separate parcels, as determined by the LendersAgent (in its sole discretion). The Debtor shall remain liable Agent may, without any 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 sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by action at law or in equity to foreclose the security interest created under this Agreement and sell the Collateral or any deficiencyportion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction.
Appears in 1 contract
Rights and Remedies Generally. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies of a secured party under the NH NY UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Secured Party Administrative Agent is sought, the Secured Party Administrative Agent may take any or all of the following actions:
(a) The Secured Party Administrative Agent may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party Administrative Agent may, so far as the Debtor Borrower can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured PartyAdministrative Agent.
(b) The Secured Party Administrative Agent may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Debtor Borrower with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Investment Property and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if the Secured Party Administrative Agent was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Investment Property upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, all without liability except to account for property actually received (but the Secured Party Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing).
(c) The Secured Party may Administrative Agent may, upon such notice as is required by Section 9.02 or by applicable statute, sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Secured Party Administrative Agent may determine, and the Secured Party Administrative Agent may purchase any Collateral at any such sale. The Debtor Borrower agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the DebtorBorrower. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Debtor Borrower agrees to execute all applications or other instruments as may be required.
(d) With respect to any Collateral consisting of Accounts, the Secured Party Administrative Agent may (i) demand, collect, and receive any amounts relating thereto, as the Secured Party Administrative Agent may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party Administrative Agent may reasonably deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor Borrower and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the DebtorBorrower; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party Administrative Agent were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party Administrative Agent may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party Administrative Agent shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor the Borrower of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party Administrative Agent may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx sue for, collect or make any compromise or settlement it deems desirabledesirxxxe.
(g) The Secured Party Administrative Agent may perform any covenant or agreement of any of the Debtor Borrower contained herein that the Debtor Borrower has failed to perform and in so doing the Secured Party Administrative Agent may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party Administrative Agent may make for the protection of any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Debtor Borrower upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Loan Agreement to be paid on Prime Base Rate Loans after the occurrence of an Event of Default. No such performance of any covenant or agreement by the Secured Party Administrative Agent on behalf of any Debtorthe Borrower, and no such advance or expenditure therefor, shall relieve the Debtor Borrower of any Event of Default.
(h) The Secured Party Administrative Agent may retain and apply the Proceeds of any disposition of Collateral, first, to the payment of its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders Banks shall determine. Any surplus remaining after such application shall be paid to the Debtor Borrower or to whomever may be legally entitled thereto, provided that in no event shall the Debtor Borrower be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the LendersBanks. The Debtor Borrower shall remain liable for any deficiency.
Appears in 1 contract
Samples: Security Agreement (Gamestop Corp)
Rights and Remedies Generally. Following (a) Upon the occurrence and during the continuance of an Event of Default, and subject to the terms of the Loan Agreement and the Note, the Secured Party shall be entitled to exercise, in addition to any and all rights and remedies contained in this Agreement and any and all other agreements with Debtor, any and all of the rights and remedies of available to a secured party under the NH UCC or applicable law, including, without limitation:
(i) without notice, demand or legal process, to enter upon any premises of Debtor and take possession of any of the Collateral and the Uniform Commercial Code in effect in books and records of Debtor constituting Collateral or relating to the Collateral;
(ii) require Debtor to assemble, at such Debtor's expense, any other jurisdiction in which enforcement and all of the rights Inventory and Equipment at reasonably convenient location(s) designated by the Secured party, including the premises of Debtor, and to make the same available to the Secured Party is soughtand reasonably cooperate in all material respects in connection with the Secured Party's rights hereunder; and
(iii) to sell, lease, transfer, endorse, assign or deliver the whole or any part of the Collateral at any public or private sale. Upon consummation of any such sale, the Secured Party may take any shall have the right to assign, transfer, endorse and deliver to the purchaser or all of the following actions:
(a) The Secured Party may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any of purchasers thereof the Collateral is situated and remove or any portion thereof so sold. Each such purchaser at any such sale shall hold the same therefrom property sold absolutely free from any claim or remain right on such premises and in possession the part of such Collateral for purposes of conducting a sale or enforcing the rights of the Secured PartyDebtor.
(b) The Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest), with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time after an Event of Default has occurred, to take any action and to execute any instrument which the Secured Party may collect deem necessary or advisable to:
(i) obtain and receive all income adjust insurance required to be paid to the Secured Party pursuant to this Agreement;
(ii) ask, demand, collect, sue for, recover, compound, recxxxe and Proceeds give acquittance and receipts for moneys due and to become due under or in respect of any Collateral and exercise all rights of the Debtor Collateral;
(iii) receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with respect theretoclause (a) or (b) of this Paragraph 6.1(b);
(iv) prepare, including without limitation the right to exercise all voting execute and corporate rights at file appropriate UCC financing statements; and
(v) file any meeting of the shareholders of the Issuer of claims or take any Investment Property and to exercise action or institute any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Investment Property as if proceedings which the Secured Party was may deem necessary or desirable for the absolute owner thereof, including the right to exchange, at its discretion, any and all collection of any Investment Property upon of the merger, consolidation, reorganization, recapitalization Collateral or the assignment or other readjustment transfer of the Issuer thereofCollateral in connection with the exercise of the Secured Party's remedies under this Agreement. Notwithstanding the foregoing, all without liability except such appointment (other than the appointment in clause (iv) of this Paragraph 6.1(b)) shall be effective only upon an Event of Default and then only if and to account for property actually received (but the extent necessary to permit the Secured Party shall have no duty to exercise any the practical realization of the aforesaid rights, privileges or options rights and shall not be responsible for any failure to do so or delay in so doing)remedies granted under this Agreement.
(c) The Secured Party may sell, lease or otherwise dispose shall give the Debtor at least ten days' written notice (which the Debtor agrees is reasonable notification within meaning of the applicable sections of the UCC) of the Secured Party's intention to attempt to make any Collateral at a such public or private sale of Collateral. Such notice, in the case of public sale, with shall state the time and place for such sale (which may be on the premises of Debtor). Any public sale of any of the Collateral shall be held at such time or without having times within ordinary business hours and at such Collateral at the place of sale, and upon such terms and in such manner or places as the Secured Party may determine, fix and so state in the Secured Party may purchase any Collateral at any notice of such sale. The Debtor agrees that upon any such sale the Collateral sold shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate At any such sale, the Debtor agrees to execute all applications Collateral or other instruments as any portion thereof may be required.
sold in its entirety or in separate parcels, as determined by the Secured Party (d) With respect in its sole discretion). The Secured Party may, without any notice or publication, adjourn any public or private sale or cause the same to any Collateral consisting be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. As an alternative to exercising the power of Accountssale herein conferred upon it, the Secured Party may (i) demand, collect, proceed by action at law or in equity to foreclose the security interest created under this Agreement and receive any amounts relating thereto, as sell the Secured Party may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (iv) receive, open and dispose of mail addressed to any of the Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any of the Debtor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes.
(e) With respect to any Collateral consisting of Equipment or Inventory, the Secured Party may (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Encumbrances at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures.
(f) With respect to any Collateral consisting of Investment Property, the Secured Party may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations; and (ii) demand, xxx for, collect or make any compromise or settlement it deems desirable.
(g) The Secured Party may perform any covenant or agreement of any of the Debtor contained herein that the Debtor has failed to perform and in so doing the Secured Party may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any taxes or insurance premiums, payment to obtain a release of an Encumbrance or potential Encumbrance, expenditures made in defending against any adverse claim and all other expenditures which the Secured Party may make for the protection of any Collateral or which it may be compelled any portion thereof pursuant to make by operation judgment or decree of law. All such sums and amounts so expended shall be repaid by the Debtor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Credit Agreement to be paid on Prime Rate Loans after the occurrence of an Event of Default. No such performance of any covenant a court or agreement by the Secured Party on behalf of any Debtor, and no such advance or expenditure therefor, shall relieve the Debtor of any Event of Defaultcourts having competent jurisdiction.
(h) The Secured Party may retain and apply the Proceeds of any disposition of Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Lenders shall determine. Any surplus remaining after such application shall be paid to the Debtor or to whomever may be legally entitled thereto, provided that in no event shall the Debtor be credited with any part of the Proceeds of the disposition of the Collateral until such Proceeds shall have been received in cash by the Lenders. The Debtor shall remain liable for any deficiency.
Appears in 1 contract
