Common use of Rights and Remedies of Bank Clause in Contracts

Rights and Remedies of Bank. Upon the happening or occurrence of an Event of Default hereunder which is continuing uncured and unwaived, and at any time thereafter and from time to time, the Bank shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in and then in effect in Illinois. In addition, the Bank shall also have the following rights and remedies: (a) Without further notice to the Assignor, the Bank shall have the right and be entitled to notify the Issuer of any of the Stock to make payment to the Bank and to receive all Distributions to be applied toward the satisfaction of the Obligations and to exercise all voting, conversion, exchange, subscription or other corporate rights, privileges or options pertaining to such Stock. (b) The Bank shall have the right, at its discretion, to transfer to or register in the name of the Bank or any nominee of the Bank any of the Collateral. (c) Without demand, notice or advertisement, all of which are hereby expressly waived to the extent permitted by applicable law, the Bank may sell, pledge, transfer or otherwise dispose of, or enter into an agreement with respect to the foregoing, or otherwise realize on the Collateral and any other Collateral, or any part thereof, at any broker's board or on any exchange or at public or private sale or sales, held at such place or places in the City of Chicago, Illinois or otherwise, and at such time or times within ordinary business hours, for a purchase price or prices in cash or, without assuming any credit risk or thereby discharging the Obligations to the extent of said purchase price until paid in cash and reserving the right to resell the Collateral upon the failure of said purchaser to so pay the purchase price therefor, upon credit or future delivery, and upon such other terms and conditions as the Bank deems satisfactory, and, if required by law, as set forth in any applicable notice. The Bank shall not be obligated to make any such sale pursuant to any such applicable notice required by law. The Bank may, without notice or publication, adjourn any such 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 maybe made at any time or place to which the same may be so adjourned. The Bank, for its own account, may purchase any or all of the Collateral at any public sale and, in lieu of payment of the purchase price therefor, may set off or apply the purchase price against the Obligations. The Bank is authorized, at any sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to financially reputable 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 Collateral. Upon any such sale, the Bank shall have the right to deliver, assign, and transfer to the purchaser thereof, including the Bank, that portion of the Collateral so sold. Each purchaser, including the Bank, at any sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Assignor, and the Assignor hereby specifically waives and releases all rights of redemption, stay or appraisal which it has or may have under any rule or law or statute now existing or hereafter adopted. The Bank, however, instead of exercising the power of disposition herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the pledge and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. After deducting from the proceeds of the foregoing sale or other disposition of said Collateral, all expenses incurred by the Bank in connection therewith (including reasonable attorneys' fees), the Bank shall apply such proceeds towards the satisfaction of the Obligations and shall account to the Assignor for any surplus of such proceeds. (d) If at any time after the occurrence and during the continuance of an Event of Default without cure or waiver, in the opinion of counsel for the Bank, any proposed disposition of Collateral hereunder requires registration, qualification, notification, or other action under or compliance with any state blue sky or securities law or the Federal Securities Act of 1933, as amended, or any rules or regulations thereunder (collectively, the "Securities Laws"), the Assignor, at the request of the Bank, will as expeditiously as possible use its best efforts to take such action or cause such action to be taken, comply or cause compliance with such Securities Laws and maintain such compliance or cause such compliance to be maintained for such period as may be necessary to permit such disposition. The Assignor acknowledges that a breach of the above covenant contained in this Section 6 may cause irreparable injury to the Bank and that the Bank will have no adequate remedy at law with respect to such breach, and consequently, the Assignor agrees that the above covenant shall be specifically enforceable and the Assignor hereby waives, to the extent such waiver is enforceable under law, and agrees not to assert any defenses against an action for specific performance of such covenant. In connection with the foregoing, the Assignor will (i) pay all expenses imposed on or demanded of the Bank under the Securities Laws in connection with such compliance, including the expense of furnishing to the Bank an adequate number of copies of the prospectus contained in any such registration statement, (ii) indemnify and hold the Bank harmless from and against any and all claims and liabilities caused by any untrue statement of a material fact or omission to state a material fact required to be stated in any registration statement, offering circular or prospectus used in connection with such compliance, or necessary to make the statements therein not misleading, and (iii) pay all expenses (including reasonable attorneys' fees) incurred by the Bank in specifically enforcing the above covenant. The rights and remedies provided herein, in the Note and in any other agreements between the Assignor and the Bank are cumulative and are in addition to and not exclusive of the rights and remedies of a secured party under the Uniform Commercial Code in effect from time to time in Illinois and any other rights or remedies provided by applicable law. The Assignor hereby (i) names, constitutes and appoints the Bank as the Assignor's proxy and attorney-in-fact in the Assignor's name, place and stead, (ii) authorizes the Bank to take, at any time without the appropriate signature of the Assignor, any action for and on behalf of the Assignor which is required of the Assignor or permitted to be taken by the Bank hereunder, including, without limitation, voting any and all of the Stock or other securities, as such proxy may elect, for and in the name, place and stead of the Assignor, as to all matters coming before shareholders, and (iii) acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The rights, powers and authority of said proxy and attorney-in-fact shall remain in full force and effect, and shall not be rescinded, revoked, terminated, amended or otherwise modified, until all Obligations have been fully satisfied.

Rights and Remedies of Bank. Upon the happening or occurrence of an Event of Default hereunder described in Subsections 8(e), 8(f) or 8(g) of this Agreement, all of the Obligations shall automatically and immediately be due and payable. Upon and during the continuance of an Event of Default, Bank may, without notice or demand, exercise in any jurisdiction in which enforcement hereof is continuing uncured and unwaived, and at any time thereafter and from time to timesought, the following rights and remedies, in addition to the rights and remedies available to Bank shall have all of under the Other Agreements, the rights and remedies of a secured party under the Uniform Commercial Code as enacted in and then in effect in Illinois. In addition, the Bank shall also have the following all other rights and remediesremedies available to Bank under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently: (a) Without further Declare the Note, all interest accrued and unpaid thereon and all other Obligations to be immediately due and payable and the same shall thereupon become immediately due and payable without presentment, demand payment, protest or notice to the Assignor, the Bank shall have the right and be entitled to notify the Issuer of any of the Stock to make payment to the Bank and to receive all Distributions to be applied toward the satisfaction of the Obligations and to exercise all voting, conversion, exchange, subscription or other corporate rights, privileges or options pertaining to such Stock. (b) The Bank shall have the right, at its discretion, to transfer to or register in the name of the Bank or any nominee of the Bank any of the Collateral. (c) Without demand, notice or advertisementkind, all of which are hereby expressly waived waived. (b) Enforce the Liens granted to Bank hereunder and under the extent permitted Other Agreements by applicable law, the Bank may sell, pledge, transfer collecting or otherwise dispose of, or enter into an agreement with respect to the foregoing, or otherwise realize on the Collateral and any other Collateral, liquidating all or any part thereofof the Collateral or selling, assigning, leasing, renting, licensing or otherwise disposing of all or any part of the Collateral or any interest therein, in one or more parcels, at any broker's board the same or on any exchange or different times, at public or private sale or salesdisposition, held or otherwise. (c) Establish and maintain at such place or places Bank, subject to Bank's customary arrangements and charges therefor as established by Bank from time to time, a repayment account, which shall be under the exclusive control of and subject to the sole order of Bank, and require each Borrower to deposit in the City repayment account, not later than the first Banking Day following the day on which the same are received by such Borrower, as a tender of Chicago, Illinois or otherwise, and at such time or times within ordinary business hours, for a purchase price or prices in cash or, without assuming any credit risk or thereby discharging payment of the Obligations to the extent of said purchase price until paid in cash and reserving the right to resell the Collateral upon the failure of said purchaser to so pay the purchase price therefor, upon credit or as security for any contingent or future deliveryObligations, all cash, checks, drafts, money orders and upon such other terms items of payment constituting Collateral, or collections or other proceeds of Collateral. (d) Institute any proceeding or proceedings to enforce the Obligations and conditions as any Liens of Bank. (e) Notify postal authorities to change the Bank deems satisfactory, and, if required by law, as set forth in any applicable notice. The Bank shall not be obligated to make any such sale pursuant address for delivery of mail addressed to any Borrower to such applicable notice required by law. The address as Bank maymay designate and receive, without notice open and dispose of all mail addressed to any Borrower. (f) Indorse any Borrower's name on any promissory notes or publicationother instruments, adjourn acceptances, checks, drafts, money orders or other items of payment constituting Collateral, or collections or other proceeds of Collateral, that may come into Bank's possession or control from time to time. (g) Sign any Borrower's name on any invoices to, drafts against and other notices and documents to account debtors or other obligors of such sale Borrower and requests for verification of accounts and other amounts which may he due to such Borrower. (h) Execute proof of claim and loss on behalf of any Borrower. (i) Apply all Collateral and proceeds of Collateral delivered to Bank or cause the same to be adjourned coming into Bank's possession or control from time to time by announcement at to any of the Obligations, or hold the same as security for any contingent or future Obligations. (j) At Borrowers' expense, continue or complete) or cause to be continued or completed, performance of any Borrower's obligations under any contracts of any Borrower. (k) Use, Operate, manage, control and exercise all rights of any Borrower relating to, the Collateral and any other assets of any Borrower, and collect all income and revenues therefrom. (l) Terminate, or cease extending credit under, any or all outstanding commitments or credit accommodations of Bank to any Borrower, any Subsidiary or any Other Obligor. (m) At any time and place fixed for from time to time reduce the sale, and such sale maybe made at any time or place to which Maximum Loan Amount and/or reduce the same may be so adjourned. The Bank, for its own account, may purchase Receivables Loan Percentage. (n) Take exclusive possession of any or all of the Collateral at any public sale and, in lieu of payment of the purchase price therefor, may set off or apply the purchase price against the Obligations. The Bank is authorized, at any sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to financially reputable 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 Collateral. Upon any such sale, the Bank shall have the right to deliver, assign, and transfer to the purchaser thereof, including the Bank, that portion of the Collateral so sold. Each purchaser, including the Bank, at any sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Assignor, and the Assignor hereby specifically waives and releases all rights of redemption, stay or appraisal which it has or may have under any rule or law or statute now existing or hereafter adopted. The Bank, however, instead of exercising the power of disposition herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the pledge and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. After deducting from the proceeds of the foregoing sale or other disposition of said Collateral, all expenses incurred by the Bank in connection therewith (including reasonable attorneys' fees), the Bank shall apply such proceeds towards the satisfaction of the Obligations and shall account to the Assignor for any surplus of such proceeds. (d) If at any time after the occurrence and during the continuance of an Event of Default without cure or waiver, in the opinion of counsel for the Bank, any proposed disposition of Collateral hereunder requires registration, qualification, notification, or other action under or compliance with any state blue sky or securities law or the Federal Securities Act of 1933, as amended, or any rules or regulations thereunder (collectively, the "Securities Laws"), the Assignor, at the request of the Bank, will as expeditiously as possible use its best efforts to take such action or cause such action to be taken, comply or cause compliance with such Securities Laws and maintain such compliance or cause such compliance to be maintained for such period as may be necessary to permit such disposition. The Assignor acknowledges that a breach of the above covenant contained in this Section 6 may cause irreparable injury to the Bank and that the Bank will have no adequate remedy at law with respect to such breach, and consequently, the Assignor agrees that the above covenant shall be specifically enforceable and the Assignor hereby waives, to the extent such waiver is enforceable under law, and agrees not to assert any defenses against an action for specific performance of such covenant. In connection with the foregoing, the Assignor will (i) pay all expenses imposed on or demanded of the Bank under the Securities Laws in connection with such compliance, including the expense of furnishing to the Bank an adequate number of copies of the prospectus contained in any such registration statement, (ii) indemnify and hold the Bank harmless from and against any and all claims and liabilities caused by any untrue statement of a material fact or omission to state a material fact required to be stated in any registration statement, offering circular or prospectus used in connection with such compliance, or necessary to make the statements therein not misleading, and (iii) pay all expenses (including reasonable attorneys' fees) incurred by the Bank in specifically enforcing the above covenant. The rights and remedies provided herein, in the Note and in any other agreements between the Assignor and the Bank are cumulative and are in addition to and not exclusive of the rights and remedies of a secured party under the Uniform Commercial Code in effect from time to time and/or place a custodian in Illinois exclusive possession of any or all of the Collateral from time to time and, so far as each Borrower may give authority therefor, enter upon any premises on which any of the Collateral may be situated and remove the same therefrom, each Borrower hereby waiving any and all rights to prior notice and to judicial hearing with respect to repossession of Collateral, and/or require any Borrower, at Borrowers' expense, to assemble and deliver any or all of the Collateral to such place or places as Bank may reasonably request. (o) With respect to any accounts, notes, instruments, chattel paper, tax refunds, contract rights, general intangibles or other rights debts or remedies provided by applicable law. The Assignor hereby (i) namesliabilities payable to any Borrower securing the Obligations, constitutes notify any account debtors and appoints other obligors thereon to make payments thereon directly to Bank, take control of the Bank as the Assignor's proxy cash and attorney-in-fact in the Assignor's namenoncash proceeds thereof, place demand, collect, xxx for and stead, (ii) authorizes the Bank to take, receive any money or property at any time without due, payable or receivable on account thereof, compromise and settle with any person liable thereon, and extend the appropriate signature time of payment or otherwise change the Assignor, any action for and on behalf of the Assignor which is required of the Assignor or permitted to be taken by the Bank hereunder, includingterms thereof, without limitation, voting incurring liability or responsibility therefor to any and all of the Stock Borrower or other securities, as such proxy may elect, for and in the name, place and stead of the Assignor, as to all matters coming before shareholders, and (iii) acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The rights, powers and authority of said proxy and attorney-in-fact shall remain in full force and effect, and shall not be rescinded, revoked, terminated, amended or otherwise modified, until all Obligations have been fully satisfiedany Other Obligor.

Rights and Remedies of Bank. Upon the happening or occurrence of an Event of Default hereunder described in Subsections 8(e), 8(f) or 8(g) of this Agreement, all of the Obligations shall automatically and immediately be due and payable. Upon and after the occurrence of an Event of Default, Bank may, without notice or demand, exercise in any jurisdiction in which enforcement hereof is continuing uncured and unwaived, and at any time thereafter and from time to timesought, the following rights and remedies, in addition to the rights and remedies available to Bank shall have all of under the Other Agreements, the rights and remedies of a secured party under the Uniform Commercial Code as enacted in and then in effect in Illinois. In addition, the Bank shall also have the following all other rights and remediesremedies available to Bank under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently: (a) Without further Declare the Notes, all interest accrued and unpaid thereon and all other Obligations to be immediately due and payable and the same shall thereupon become immediately due and payable without presentment, demand for payment, protest or notice to the Assignor, the Bank shall have the right and be entitled to notify the Issuer of any of the Stock to make payment to the Bank and to receive all Distributions to be applied toward the satisfaction of the Obligations and to exercise all voting, conversion, exchange, subscription or other corporate rights, privileges or options pertaining to such Stock. (b) The Bank shall have the right, at its discretion, to transfer to or register in the name of the Bank or any nominee of the Bank any of the Collateral. (c) Without demand, notice or advertisementkind, all of which are hereby expressly waived waived. (b) Enforce the Liens granted to Bank hereunder and under the extent permitted Other Agreements by applicable law, the Bank may sell, pledge, transfer collecting or otherwise dispose of, or enter into an agreement with respect to the foregoing, or otherwise realize on the Collateral and any other Collateral, liquidating all or any part thereofof the Collateral or selling, assigning, leasing, renting, licensing or otherwise disposing of all or any part of the Collateral or any interest therein, in one or more parcels, at any broker's board the same or on any exchange or different times, at public or private sale or salesdisposition, held or otherwise. (c) Establish and maintain at such place or places Bank, subject to Bank's customary arrangements and charges therefor as established by Bank from time to time, a repayment account, which shall be under the exclusive control of and subject to the sole order of Bank, and require Borrower to deposit in the City repayment account, not later than the first Banking Day following the day on which the same are received by Borrower, as a tender of Chicago, Illinois or otherwise, and at such time or times within ordinary business hours, for a purchase price or prices in cash or, without assuming any credit risk or thereby discharging payment of the Obligations to the extent of said purchase price until paid in cash and reserving the right to resell the Collateral upon the failure of said purchaser to so pay the purchase price therefor, upon credit or as security for any contingent or future deliveryObligations, all cash, checks, drafts, money orders and upon other items of payment constituting Collateral, or collections or other proceeds of Collateral. (d) Institute any proceeding or proceedings to enforce the Obligations and any Liens of Bank. (e) Notify postal authorities to change the address for delivery of mail addressed to Borrower to such address as Bank may designate and receive, open and dispose of all mail addressed to Borrower. (f) Indorse Borrower's name on any promissory notes or other terms instruments, acceptances, checks, drafts, money orders or other items of payment constituting Collateral, or collections or other proceeds of Collateral, that may come into Bank's possession or control from time to time. (g) Sign Borrower's name on any invoices to, drafts against and conditions as the other notices and documents to account debtors or other obligors of Borrower and requests for verification of accounts and other amounts which may be due to Borrower. (h) Execute proofs of claim and loss on behalf of Borrower. (i) Apply all Collateral and proceeds of Collateral delivered to Bank deems satisfactory, and, if required by law, as set forth in any applicable notice. The Bank shall not be obligated to make any such sale pursuant to any such applicable notice required by law. The Bank may, without notice or publication, adjourn any such sale coming into Bank's possession or cause the same to be adjourned control from time to time by announcement at to any of the Obligations, or hold the same as security for any contingent or future Obligations. (j) At Borrower's expense, continue or complete, or cause to be continued or completed, performance of Borrower's obligations under any contracts of Borrower. (k) Use, operate, manage, control and exercise all rights of Borrower relating to, the Collateral and any other assets of Borrower, and collect all income and revenues therefrom. (l) Terminate, or cease extending credit under, any or all outstanding commitments or credit accommodations of Bank to Borrower, any Subsidiary or any Other Obligor. (m) At any time and place fixed for from time to time reduce the sale, and such sale maybe made at any time or place to which the same may be so adjourned. The Bank, for its own account, may purchase Maximum Loan Amount. (n) Take exclusive possession of any or all of the Collateral at any public sale and, in lieu of payment of the purchase price therefor, may set off or apply the purchase price against the Obligations. The Bank is authorized, at any sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to financially reputable 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 Collateral. Upon any such sale, the Bank shall have the right to deliver, assign, and transfer to the purchaser thereof, including the Bank, that portion of the Collateral so sold. Each purchaser, including the Bank, at any sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Assignor, and the Assignor hereby specifically waives and releases all rights of redemption, stay or appraisal which it has or may have under any rule or law or statute now existing or hereafter adopted. The Bank, however, instead of exercising the power of disposition herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the pledge and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. After deducting from the proceeds of the foregoing sale or other disposition of said Collateral, all expenses incurred by the Bank in connection therewith (including reasonable attorneys' fees), the Bank shall apply such proceeds towards the satisfaction of the Obligations and shall account to the Assignor for any surplus of such proceeds. (d) If at any time after the occurrence and during the continuance of an Event of Default without cure or waiver, in the opinion of counsel for the Bank, any proposed disposition of Collateral hereunder requires registration, qualification, notification, or other action under or compliance with any state blue sky or securities law or the Federal Securities Act of 1933, as amended, or any rules or regulations thereunder (collectively, the "Securities Laws"), the Assignor, at the request of the Bank, will as expeditiously as possible use its best efforts to take such action or cause such action to be taken, comply or cause compliance with such Securities Laws and maintain such compliance or cause such compliance to be maintained for such period as may be necessary to permit such disposition. The Assignor acknowledges that a breach of the above covenant contained in this Section 6 may cause irreparable injury to the Bank and that the Bank will have no adequate remedy at law with respect to such breach, and consequently, the Assignor agrees that the above covenant shall be specifically enforceable and the Assignor hereby waives, to the extent such waiver is enforceable under law, and agrees not to assert any defenses against an action for specific performance of such covenant. In connection with the foregoing, the Assignor will (i) pay all expenses imposed on or demanded of the Bank under the Securities Laws in connection with such compliance, including the expense of furnishing to the Bank an adequate number of copies of the prospectus contained in any such registration statement, (ii) indemnify and hold the Bank harmless from and against any and all claims and liabilities caused by any untrue statement of a material fact or omission to state a material fact required to be stated in any registration statement, offering circular or prospectus used in connection with such compliance, or necessary to make the statements therein not misleading, and (iii) pay all expenses (including reasonable attorneys' fees) incurred by the Bank in specifically enforcing the above covenant. The rights and remedies provided herein, in the Note and in any other agreements between the Assignor and the Bank are cumulative and are in addition to and not exclusive of the rights and remedies of a secured party under the Uniform Commercial Code in effect from time to time and/or place a custodian in Illinois exclusive possession of any or all of the Collateral from time to time and, so far as Borrower may give authority therefor, enter upon any premises on which any of the Collateral may be situated and remove the same therefrom, Borrower hereby waiving any and all rights to prior notice and to judicial hearing with respect to repossession of Collateral, and/or require Borrower, at Borrower's expense, to assemble and deliver any or all of the Collateral to such place or places as Bank may reasonably request. (o) With respect to any accounts, notes, instruments, chattel paper, tax refunds, contract rights, general intangibles or other rights debts or remedies provided by applicable law. The Assignor hereby (i) namesliabilities payable to Borrower securing the Obligations, constitutes notify any account debtors and appoints other obligors thereon to make payments thereon directly to Bank, take control of the Bank as the Assignor's proxy cash and attorney-in-fact in the Assignor's namenoncash proceeds thereof, place demand, collect, xxx for and stead, (ii) authorizes the Bank to take, receive any money or property at any time without due, payable or receivable on account thereof, compromise and settle with any person liable thereon, and extend the appropriate signature time of payment or otherwise change the Assignor, any action for and on behalf of the Assignor which is required of the Assignor or permitted to be taken by the Bank hereunder, includingterms thereof, without limitation, voting incurring liability or responsibility therefor to Borrower or any and all of the Stock or other securities, as such proxy may elect, for and in the name, place and stead of the Assignor, as to all matters coming before shareholders, and (iii) acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The rights, powers and authority of said proxy and attorney-in-fact shall remain in full force and effect, and shall not be rescinded, revoked, terminated, amended or otherwise modified, until all Obligations have been fully satisfiedOther Obligor.