Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies: a. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loans, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loans, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding; b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.
Appears in 1 contract
Rights and Remedies of the Lender. Upon the occurrence of any uncured Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on or issue any Letters of Credit under the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the any Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by BorrowerBorrowers, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the any Borrower's ’s premises and otherwise proceed without legal process, and the Borrower Borrowers shall on the Lender's ’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose. The rights and remedies provided for herein are subject to any limitations imposed by applicable law;
c. Except with respect to classified Government Accounts, notify any or all Customers to make any Payments due to Borrowers from such Customers directly to the Lender, and render performance to or for the benefit of Lender of any obligations of such Customer(s) to Borrowers. To facilitate direct collection, each Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for such Borrower to (i) receive, open and ESSEX – Amended and Restated Credit Agreement 54 dispose of all mail addressed to such Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over such Borrower’s post office boxes or make such other arrangements, in which such Borrower shall cooperate, to receive such Borrower’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to such Borrower to such address as the Lender shall designate; (iii) endorse the name of such Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender’s possession; (iv) sign and endorse the name of such Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of such Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Each Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact except for gross negligence or willful acts of the Lender. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrowers for the amounts owing under or in connection with the Revolving Loan, this Agreement or the other Loan Documents, including without limitation any Guarantors or Persons pledging property to secure the Credit Facilities. To the extent such rights may now or hereafter exist, each Borrower waives the right to require Lender to pursue any Persons other than Borrowers to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents;
d. In the Lender’s own name, or in the name of Borrowers, demand, collect, receive, xxx for and give receipts and releases for, any and all amounts due on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom except for gross negligence or willful acts of the Lender;
e. Endorse as the agent of Borrowers any chattel paper, documents or instruments forming all or any part of the Collateral;
f. Make formal application for the transfer of all of Borrowers’ permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrowers’ business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral; ESSEX – Amended and Restated Credit Agreement 55
g. Obtain appointment of a receiver for all or any of the Collateral, Borrowers hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. File any legal action or lawsuit and obtain a judgment for any and all amounts owing under the Revolving Note, this Agreement or the other Loan Documents, and in conjunction with any such action, Lender may pursue any ancillary remedies provided by law, including without limitation, attachment, garnishment, execution and levy;
j. Borrowers acknowledge that any failure to comply with their obligation regarding the Collateral, including (without limiting the generality of the foregoing) granting of Assignments and collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce the Borrowers’ obligations under this Agreement;
k. Require the Borrowers at any time and from time to time during the continuance of such Event of Default upon demand of the Lender deliver to the Lender cash or U.S. Treasury Bills with maturities of not more than thirty (30) days in an amount equal to the amount of issued or pending Letters of Credit as of such time. The Lender may also deposit to the Default Collateral Account any cash, monies or funds received by the Lender from the collection of the Obligations or the sale or other disposition of the Collateral which the Lender, in its discretion, designates as being held against issued or pending Letters of Credit as of such time. Such cash, monies, funds or U.S. Treasury Bills shall be held by the Lender in an account (the “Default Collateral Account”) and invested or reinvested (as the case may be) in U.S. Treasury Bills with maturities of no more than thirty (30) days from the date of investment. The Lender shall have the sole power of access and withdrawal from the Default Collateral Account. As collateral and security for the payment of the Obligations, the Borrowers hereby assigns and pledges to the Lender, and grants to the Lender a security interest in and to, all cash, monies, funds, U.S. Treasury Bills and other securities and instruments ESSEX – Amended and Restated Credit Agreement 56 at any time and from time to time held by the Lender in the Default Collateral Account and any interest, income, earnings and proceeds thereof, all of which shall be a part of the Collateral hereunder. If any Event of Default shall occur and be continuing, the Lender is irrevocably authorized to make such withdrawals from the Default Collateral Account at any time and from time to time and apply the same to any of the Obligations (including, without limitation, Letter of Credit Obligations) in such order and manner as the Lender in its sole discretion may determine. After all Obligations have been indefeasibly paid in full and there are no Letters of Credit outstanding or any commitment on the part of the Lender to open and issue Letters of Credit, any cash, monies, funds, U.S. Treasury Bills or other securities and instruments held by the Lender in the Default Collateral Account will be turned over to the Borrowers or to such other person who may be entitled to the same under applicable laws.
l. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code), including without limitation, generally enforcing any or all of Borrowers’ rights and remedies against any Customers, provided that Lender shall be under no obligation to do so.
Appears in 1 contract
Samples: Revolving Line of Credit Loan and Security Agreement (Essex Corp)
Rights and Remedies of the Lender. Upon the occurrence of any Event --------------------------------- of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral;
c. Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. In the event Lender's own name, or in the name of Borrower, demand, collect, receive, xxx for and give receipts and releases for, any and all amounts due on Accounts;
e. Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. Make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any sale of the Collateral;
g. Obtain appointment of a receiver for all or other disposition any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender may disclaim any warranty relating is authorized to titleexercise by the Loan Documents, possession, quiet enjoyment or and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other warranty action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the likerights and remedies exercisable by the Lender under other provisions of this Agreement, including under any of the other Loan Documents, or provided by applicable law (including, without limitationlimiting the generality of the foregoing, any warranty of merchantability or fitness for a particular purposethe Uniform Commercial Code).
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Netplex Group Inc)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. 1. Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. 2. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's ’s premises and otherwise proceed without legal process, and the Borrower shall on the Lender's ’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, the Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.;
Appears in 1 contract
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. A. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. B. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.;
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Dunn Computer Corp /Va/)
Rights and Remedies of the Lender. Upon the occurrence of --------------------------------- any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.;
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement and Security Agreement (Integral Systems Inc /Md/)
Rights and Remedies of the Lender. Upon and after the occurrence and during the continuance of any an Event of Default, the Lender may, at its optionwithout notice or demand other than as expressly provided for under the provisions of this Agreement, exercise in any one or more of jurisdiction in which enforcement hereof is sought, the following rights and remedies:
a. Declare , in addition to the rights and remedies available to the Lender under the other provisions of the Note, this Agreement and any other Collateral Documents, the Lender's obligation to make or extend any Advances on rights and remedies of a secured party under the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loans, all interest accrued and unpaid thereon, UCC and all other amounts payable rights and remedies available to the Lender under this Agreement applicable laws, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently:
(a) The Lender may sell the other Loan Documents to be acceleratedCollateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate, and at such price or prices as may be satisfactory to the Lender, provided that the Lender shall be permitted only sell 24.50% of the Pledged Equity Interests immediately due and payable (except that shall be permitted to sell 100% of the Pledged Equity Interests upon the occurrence earlier of an Event (a) FINRA approval of Default arising out the CMA, or (b) thirty (30) calendar days from the filing of voluntary a substantially complete CMA. The Lender shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or involuntary bankruptcy proceedings in which purchasers of any of the Borrower is Collateral to Persons who will represent and agree that they are purchasing the debtorCollateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such acceleration sale the Lender shall occur automatically have the right to assign, transfer and immediately without deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any declaration such sale shall hold the property sold absolutely free from any claim or other action right on the part of the Lender) whereupon the Revolving Loan and Term Loans, all such accrued interestPledgor, and the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Lender shall give the Pledgor ten (10) days’ prior written notice (which the Pledgor agrees is reasonable notice within the meaning of the UCC) of the Lender’s intention to make any sale or other disposition of Collateral. Such notice, in the case of a public sale, shall state the time and place for such amounts sale, in the case of a sale at a broker’s board or on a securities exchange, shall become state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be immediately due offered for sale at such board or exchange and, in the case of a private sale or other disposition, shall state the date after which such sale or other disposition may be made. Any such public sale shall be held at such time or times within ordinary business hours and payableat such place or places as the Lender may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Lender may (in its sole and absolute discretion) determine. The Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Lender may, without presentmentnotice or publication, demandadjourn 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, protest or and such sale may, without further notice of notice, be made at the time and place to which the same was so adjourned. In case any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Lender until the sale price is paid in accordance full by the purchaser or purchasers thereof, but the Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 6.1, the Lender may bid for or purchase, free from any right of redemption, stay or appraisal on the part of the Pledgor (all of such rights being also hereby waived and released by the Pledgor), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Lender from the Pledgor as a credit against the purchase price, and the Lender may, upon compliance with the remedies terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Lender shall be free to carry out such sale pursuant to such agreement, and the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. The Pledgor recognizes that the Lender may be unable to effect a public sale or other disposition of the Collateral due to the lack of a ready market for the Collateral, a limited number of potential buyers of the Collateral or certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), state securities laws, and other applicable laws, and that the Lender may be compelled to resort to one or more private sales or other dispositions thereof to a restricted group of purchasers. The Pledgor agrees that such private sales or other dispositions may be at prices and other terms less favorable to the seller than if sold at public sales or other dispositions and that such private sales or other dispositions shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Lender shall be under no obligation hereunder or otherwise (except as provided by applicable law) to secured parties delay a sale or other disposition of any of the Collateral for the period of time necessary to permit the registration of such securities for public sale or other public disposition under the Uniform Commercial Code, this Agreement, the Loan Documents Securities Act and applicable state securities laws. Any such sale or other applicable lawdisposition of all or a portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale or other disposition where the Lender or any other Person or entity may be the purchaser of all or part of the Collateral so sold or otherwise disposed of. In taking possession The Lender shall incur no liability as a result of the sale or other disposition of any of the Collateral, or any part thereof, at any private sale which complies with the requirements of this Article VI. The Pledgor hereby waives, to the extent permitted by applicable law, any claims against the Lender arising by reason of the fact that the price at which any of the Collateral, or any part thereof, may enter have been sold or otherwise disposed of at such private sale was less than the Borrower's premises price that might have been obtained at a public sale or other public disposition, even if the Lender accepts the first offer deemed by the Lender on good faith to be commercially reasonable under the circumstances and otherwise proceed without legal processdoes not offer any of the Collateral to more than one offeree.
(b) If the Lender determines to exercise its right to sell all or any of the Collateral pursuant to this Article VI, and the Borrower shall on Pledgor agrees that, upon request of the Lender's demand, promptly assemble the Pledgor will, at its own expense: (i) provide the Lender with such information and projections as may be necessary or, in the opinion of the Lender, advisable to enable the Lender to effect the sale of such Collateral; and (ii) do or cause to be done all such other acts and things as may be necessary to make the sale of such Collateral available valid and binding and in compliance with all applicable laws. Pledgor agrees that a breach of any of the covenants contained in this Article VI will cause irreparable injury to the Lender, that the Lender have no adequate remedy at law in respect of such breach and, as a place designated consequence, agree that each and every covenant contained in this Article VI shall be specifically enforceable against the Pledgor by the Lender.
(c) The Lender shall immediately with respect to 24.50% of the Pledged Equity Interests, have the right, but not the obligation, to exercise all voting rights of the Pledgor in the Company as set forth in Section 2.4(c). The Lender shall obtain the preceding rights with respect to 100% of the Pledged Equity Interests upon the earlier of (a) FINRA approval of the CMA, or (b) thirty (30) calendar days from the filing of a substantially complete CMA. The Lender shall be able to exercise these rights without liability of any kind to the Pledgor or account for any property actually received by the Lender. The Lender shall be entitled have no duty to immediate possession of all books and records evidencing or pertaining to exercise any of the Collateral. In aforesaid rights and shall not be responsible for any failure to do so or delay in so doing.
(d) Notwithstanding anything to the event of any sale or other disposition of contrary contained herein, the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment Note or any other warranty Collateral Document, the Pledgor does not waive its right to receive any Collateral or proceeds thereof that remain after the exercise of remedies by the like, including without limitation, any warranty of merchantability or fitness for a particular purposeLender and the Payment in Full.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mma Capital Management, LLC)
Rights and Remedies of the Lender. Upon the occurrence of any Event an event of Defaultdefault by the Borrower under this Agreement, then, in addition to all other rights and remedies at law or in equity, the Lender may, at its option, may exercise any one or more of the following rights and remedies:
a. Declare this Agreement and Accelerate the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts time for payment of the Revolving Loan and Term Loans, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement by written notice thereof to the Borrower, whereupon all such amounts shall be immediately due and payable.
b. Pursue and enforce all of the other Loan Documents rights and remedies provided to be accelerateda secured party with respect to the Collateral under the Uniform Commercial Code.
c. Make such appearance, disburse such sums, and take such action as the Lender deems necessary, in its sole discretion, to protect the Lender’s interest, including but not limited to (i) disbursement of attorneys’ fees, (ii) entry upon the Borrower’s property to make repairs to the Collateral, and (iii) procurement of satisfactory insurance. Any amounts disbursed by the Lender pursuant to this Section, with interest thereon, shall become additional indebtedness of the Borrower added to the Loan Principal Amount secured by this Agreement and shall be immediately due and payable (except that upon and shall bear interest from the occurrence date of an Event of Default arising out of voluntary disbursement at the rate stated in this Agreement. Nothing contained in this Section shall require the Lender to incur any expense or involuntary bankruptcy proceedings in which take any action.
d. Require the Borrower is to assemble the debtor, such acceleration shall occur automatically Collateral and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loans, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents make it available to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, Borrower at the place to be designated by the Lender which is reasonably convenient to both parties. The Lender may sell or otherwise dispose of all or any part of the Collateral as a whole or in accordance with the remedies provided to secured parties under the Uniform Commercial Codepart either by public auction, this Agreementprivate sale, the Loan Documents or other applicable law. In taking possession method of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lenderdisposition. The Lender shall be entitled to immediate possession of may bid at any public sale on all books and records evidencing or pertaining to any portion of the Collateral. In Unless the event Collateral threatens to decline speedily in value, the Lender shall give the Borrower reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the CollateralCollateral is to be made, Lender may disclaim any warranty relating and notice given at least 10 days before the time of the sale or other disposition shall be conclusively presumed to title, possession, quiet enjoyment or be reasonable.
e. Pursue any other warranty of rights or remedies available to the like, including without limitation, any warranty of merchantability Lender at law or fitness for a particular purposein equity.
Appears in 1 contract
Samples: Loan and Security Agreement (Resonate Blends, Inc.)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's ’s premises and otherwise proceed without legal process, and the Borrower shall on the Lender's ’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.;
c. Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender and render performance to or for the benefit of Lender of any obligations of such Customers to Borrower. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower’s post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender’s possession; (iv) sign and endorse the name of Borrower on any invoice or bxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrower for the amounts owing under or in connection with the Revolving Loan, this Agreement or the other Loan Documents, including without limitation, any Persons pledging property to secure the Loans. To the extent such rights may now or hereafter exist, Borrower waives the right to require Lender to pursue any Persons other than Borrower to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents;
d. In the Lender’s own name, or in the name of Borrower, demand, collect, receive, sxx for and give receipts and releases for, any and all amounts due on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom;
e. Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Spectrum Sciences & Software Holdings Corp)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term Loans, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon after the occurrence of an Event of Default arising out Default, the Lender, without notice or demand other than as expressly provided for under the provisions of voluntary this Agreement or involuntary bankruptcy proceedings the Credit Agreement, may exercise in any jurisdiction in which enforcement hereof is sought, the following rights and remedies, in addition to the rights and remedies available to the Lender under the other provisions of this Agreement and the other Financing Documents, the rights and remedies of a secured party under the UCC and all other rights and remedies available to the Lender under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently:
(a) the Lender shall have the right, subject to applicable law and without breach of the peace, to take possession of the Collateral, and for that purpose, so far as the Borrower may give authority therefor or to the extent permitted under applicable laws, to enter upon any premises in which the Borrower is Collateral or any part thereof may be situated, and remove therefrom all or any of the debtor, such acceleration shall occur automatically and immediately Collateral without any declaration liability for suit, action or other action on proceeding, THE BORROWER HEREBY WAIVING ANY AND ALL RIGHTS TO PRIOR NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO REPOSSESSION OF COLLATERAL, and require the part Borrower, at the Borrower’s expense, to assemble and deliver all or any of the Collateral to such place or places as the Lender may designate.
(b) the Lender shall have the right to operate, manage and control all or any of the Collateral (including use of the Collateral in order to continue or complete performance of obligations of the Borrower under any contracts of the Borrower), or permit the Collateral or any portion thereof to remain idle or store the same, and collect all rents and revenues therefrom and sell, lease or otherwise dispose of any or all of the Collateral upon such terms and under such conditions as the Lender) whereupon , in its sole discretion, may determine, and purchase or acquire any of the Revolving Loan and Term LoansCollateral at any such sale or other disposition, all such accrued interestto the extent permitted by applicable law. Any purchaser or lessee of any of the Collateral so sold or leased shall hold the property so sold or leased free from any claim or right of the Borrower and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal with respect thereto. The Lender and all such amounts shall become the Borrower agree that commercial reasonableness and be immediately due and payable, without presentment, demand, protest or further good faith require the Lender to give to the Borrower no more than fifteen (15) days prior written notice of any kindpublic sale or other disposition of the Collateral or of the time after which any private sale or other disposition of the Collateral is to be made.
(c) the Lender shall have the right, all without the breach of which are the peace, and the Borrower hereby expressly waived by irrevocably designates and appoints the Lender and its designees as the attorney-in-fact of the Borrower, anything contained herein with full power of substitution and with power and authority in the Borrower’s name, the Lender’s name or otherwise and for the use and benefit of the Lender (i) to notify account debtors and other Persons obligated to make payments or other Remittances on or with respect to the Collateral to make such payments and other Remittances directly to the Lender, (ii) to demand, collect, xxx for, take control of, compromise, settle, change the terms of, release, exchange, substitute, extend, renew or otherwise deal with, the Collateral or any account debtor or other Person obligated on or under the Collateral in any manner as the Lender may deem advisable, (iii) to remove from any place of business of the Borrower all records in respect of the Collateral, (iv) to receive and endorse the Borrower’s name on any checks, drafts, money orders or other instruments of payment relating to any of the Collateral, (v) to sign and send verifications of Accounts or other Loan Documents Collateral and sign any proofs of claim or loss, (vi) to commence, prosecute or defend any action, suit or proceeding relating to the contrary notwithstanding;
b. Take possession Collateral or control ofthe collection, storeenforcement or realization upon the Collateral, (vii) [reserved], (viii) to adjust and compromise any claims under insurance policies, (ix) to register, lease, operateassign, managelicense, sublicense, sell or otherwise dispose of any patents, trademarks or service marks and (x) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In This power of attorney, being coupled with an interest, is irrevocable and all legal acts by the event Lender and its designees pursuant thereto are hereby ratified and confirmed by the Borrower. Neither the Lender nor any of its designees shall be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law other than acts of actual fraud or gross negligence. The provisions of this subsection shall not (x) be construed as requiring or obligating the Lender or any designee to take any action authorized hereunder and any action taken or any action not taken hereunder shall not give rise to any liability on the part of the Lender or its designees or to any defense, claim, counterclaim or offset in favor of the Borrower, (y) be construed to mean the Lender has assumed any of the obligations of the Borrower under any instrument or agreement as the Lender shall not be responsible in any way for the performance of the Borrower of any sale or other disposition of the Collateralprovisions thereof, and (z) relieve the Borrower of any of its obligations hereunder or in any way limit the exercise by the Lender may disclaim any warranty relating to title, possession, quiet enjoyment or of any other warranty of or further rights it may have hereunder, under the likeother Financing Documents, including without limitation, any warranty of merchantability by law or fitness for a particular purposeotherwise.
Appears in 1 contract
Rights and Remedies of the Lender. Upon the occurrence of any Event of Defaultdefault or upon the termination of the Forbearance Period, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. : Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansAdvances, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term Loansamount of the Advances, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. ; Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose; Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender and render performance to or for the benefit of Lender of any obligations of such Customers to Borrower. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's possession; (iv) sign and endorse the name of Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Loan remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrower for the amounts owing under or in connection with the Loan, this Agreement or the other Loan Documents, including without limitation, any Persons pledging property to secure the Loan. To the extent such rights may now or hereafter exist, Borrower waives the right to require Lender to pursue any Persons other than Borrower to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents; In the Lender's own name, or in the name of Borrower, demand, collect, receive, xxx for and give receipts and releases for, any and all amounts due on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom; Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral; Make formal application for the transfer of all of Borrower's permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower's business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral; Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize; Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral; File any legal action or lawsuit and obtain a judgment for any and all amounts owing under the Revolving Note, this Agreement or the other Loan Documents, and in conjunction with any such action, Lender may pursue any ancillary remedies provided by law, including without limitation, attachment, garnishment, execution and levy; With respect to any Investment Property (including without limitation, the BOA Investments and/or the BOA Collateral Accounts), in addition to any other remedies set forth in this Agreement: To transfer to or register in Lender's name or the name of any nominee all or any part of the Investment Property of Borrower, without notice to Borrower and with or without disclosing that such Collateral is subject to the security interest created hereunder; To sell, resell, assign and deliver, in its sole discretion, all or any of the Investment Property of Borrower, in one or more parcels, on any securities exchange on which any of the Investment Property may be listed, at public or private sale, at any of Lender's offices or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Lender may deem satisfactory. If any of such Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Borrower be credited with any part of the proceeds of sale of any such Collateral until and to the extent cash payment in respect thereof has actually been received by Lender. Each purchaser at any such sale shall hold the property sold free from any lien or Encumbrance, including any equity or right of redemption of Borrower, and Borrower hereby expressly waives, to the fullest extent permitted under applicable law, all rights of redemption, stay or appraisal, and all rights to require Lender to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the amounts owing under the Revolving Note, this Agreement or any of the other Loan Documents, that it has or may have under any rule of law or statute now existing or hereafter adopted. To exercise, to the extent permitted by applicable law, (i) all voting, consensual and other rights and powers pertaining to the Borrower's Investment Property including without limitation, the BOA Investments and BOA Collateral Accounts (whether or not transferred into the name of Lender), at any meeting of shareholders, partners, members or otherwise, and (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Investment Property, as if Lender were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, reclassification, combination of shares or interest, similar rearrangement or other similar fundamental change in the structure of the applicable issuer, or upon the exercise by Borrower or Lender of any right, privilege or option pertaining to such Investment Property), and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, registrar or other designated agency upon such terms and conditions as Lender may determine, and give all consents, waivers and ratifications in respect of such Investment Property, all without liability except to account for any property actually received by it, but Lender shall have no duty to exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible for any failure to do so or delay in so doing; and for the foregoing purposes, Borrower will promptly execute and deliver or cause to be executed and delivered to Lender, upon request, all such proxies and other instruments as Lender may request to enable Lender to exercise such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-FACT OF BORROWER, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, TO EXERCISE AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT ALL SUCH VOTING, CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY INVESTMENT PROPERTY WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT. Borrower acknowledges that any failure to comply with its obligation regarding the Collateral, including (without limiting the generality of the foregoing) collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce the Borrower's obligations under this Agreement; and In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code), including without limitation, generally enforcing any or all of the Borrower's rights and remedies against any Customers, provided that Lender shall be under no obligation to do so.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement and Security Agreement (Varsity Group Inc)
Rights and Remedies of the Lender. Upon 15.1 On the occurrence happening of any Event of the Events of Default, the Lender may, at its option, exercise any one by a notice in writing to the Borrower and without prejudice to the rights and remedies available to the Lender under this Agreement or more otherwise:
i) call upon the Borrower to pay all the Outstanding Dues in respect of the following rights Facility and remedies:otherwise; and
a. Declare ii) declare the Security to be enforceable, and the Lender, its representatives, servants, officers, agents and/or such other person in favour of whom such security is created (“Lender Representatives”), shall have inter alia, the right to enter upon and take possession of the Vehicle and/or to transfer or deal with the Vehicle by way of lease, leave and license, sale or otherwise in accordance with the provisions of the Agreement (notwithstanding anything to the contrary in this Agreement and irrespective of whether the Outstanding Dues have been recalled), provided a notice / intimation of such re-possession and/ or transfer is furnished to the Borrower.
15.2 Notwithstanding anything contained above, failure by the Lender to provide notice / intimate the Borrower under the Transaction Documents would not prejudice any other rights of the Lender under the Transaction Documents.
15.3 The Lender may, at its absolute discretion, appropriate any payments made by the Borrower and any amounts realized by the Lender by enforcement of Security or otherwise, towards the Outstanding Dues and in any manner whatsoever. Notwithstanding any such appropriation by the Lender towards settlement of any dues payable by the Borrower to the Lender's obligation , the Borrower shall continue to make or extend any Advances on remain liable to the Revolving Loan or Term Loans to Lender for all remaining amounts comprising the Outstanding Dues.
15.4 The Lender shall be terminatedentitled, at the sole risk and declare the entire unpaid principal amounts cost of the Revolving Loan Borrower, to engage any receiver, agent, manager or other person to collect the Outstanding Dues and/or to enforce any security provided by the Borrower or to exercise all or any of the powers hereby vested in the Lender with reference to the Security hereby created and Term Loansshall be entitled to recover and receive from the Borrower the remuneration and/or charges of such receiver, agent, manager or other person as aforesaid. The Lender may also delegate to such person(s) the right and authority to perform and execute all interest accrued acts, deeds, matters and unpaid thereonthings connected therewith or incidental thereto, as the Lender deems fit.
15.5 The Lender shall not in any way be liable / responsible, notwithstanding anything to the contrary under any applicable laws, for any loss, deterioration of or damage to the Security on any account whatsoever whilst the same are in the possession of the Lender or by reason of exercise or non-exercise of any rights and all other amounts payable remedies available to the Lender as aforesaid.
15.6 Without prejudice to the rights conferred in the Lender under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out Default, the Lender shall have all the rights conferred on secured creditors under any law including but not limited to the Securitization and Reconstruction of voluntary Financial Assets and Enforcement of Security Xxxxxxxx Xxx, 0000 or involuntary bankruptcy proceedings any amendment or re-enactment thereof.
15.7 No delay in exercising or omission to exercise, any right, power or remedy accruing to the Lender upon any default under this Agreement or any other agreement or document shall impair any right, power or remedy or shall be construed as a waiver.
15.8 Notwithstanding anything contained herein, the Lender shall not in any way be responsible for delay, omission or neglect in encashment, damage or loss of any payment instruments including PDC(s)/cheque(s) (already given or to be given by the Borrower to the Lender in terms hereof) for any reasons whatsoever.
15.9 No interest or compensation shall be payable by the Lender to the Borrower on the proceeds held/to be held by the Lender, on any ground whatsoever.
15.10 The Lender shall not be responsible for delay, or non-delivery, or any defect, damage, or quality of the Vehicle, for which the Borrower shall be solely responsible. It is further agreed that the debtor, such acceleration Lender shall occur automatically and immediately without not be responsible or liable even if there is a defect or dispute of any declaration nature in the title (even if the Vehicle is found to be a stolen Vehicle) or other action on the part ownership of the Lender) whereupon the Revolving Loan Vehicle and Term Loans, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and that the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purposeindependently satisfy itself in this regard.
Appears in 1 contract
Samples: Loan Agreement
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower or any of its Subsidiaries is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's ’s premises and otherwise proceed without legal process, and the Borrower shall shall, on the Lender's ’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral;
c. Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower’s post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender’s possession; (iv) sign and endorse the name of Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact unless such acts are due to gross negligence or wilful misconduct. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. In the event Lender’s own name, or in the name of Borrower, demand, collect, receive, xxx for and give receipts and releases for, any and all amounts due on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any sale kind occurring in the settlement, collection or other disposition payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom unless caused by Lender’s gross negligence or wilful misconduct;
e. Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. Make formal application for the transfer of all of Borrower’s permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower’s business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
g. Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender may disclaim any warranty relating is authorized to titleexercise by the Loan Documents, possession, quiet enjoyment or and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other warranty action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. Borrower acknowledges that any failure to comply with its obligation regarding the Collateral, including (without limiting the generality of the likeforegoing) granting of Assignments and collection of the Accounts, including shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce Borrower’s obligations under this Agreement; and
j. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limitationlimiting the generality of the foregoing, any warranty of merchantability or fitness for a particular purposethe Uniform Commercial Code).
Appears in 1 contract
Samples: Revolving Line of Credit Loan and Security Agreement (Integral Systems Inc /Md/)
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans Loan to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary described in Sections 9.1(e) or involuntary bankruptcy proceedings in which the Borrower is the debtor9.1(f), such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents Agreement or other applicable law;
c. notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender. In taking possession To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the CollateralLender, as the Lender may enter the from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower's premises and otherwise proceed without legal processpost office boxes or make such other arrangements, and the in which Borrower shall on cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender's demand, promptly assemble possession; (iv) sign and make endorse the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession name of all books and records evidencing Borrower on any invoice or pertaining bill of lading relating to any of the Collateral. In Accounts, on verifications of Xxxxunts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the event transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any sale appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or other disposition omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Revolving Loan, Term Loan or either of them remain unsatisfied, or any Loan Document remains effective, as solely determined by the Lender;
d. in the Lender's own name, or in the name of Borrower, demand, collect, receive, sue for and give receipts and releases for, any and all amounts due xx Accounts;
e. endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. make formal application for the transfer of all of Borrower's permits, Lender may disclaim any warranty licenses, approvals, agreements and the like relating to title, possession, quiet enjoyment the Collateral or to Borrower's business to the Lender or to any other warranty assignee of the like, including without limitation, Lender or to any warranty purchaser of merchantability or fitness for a particular purpose.any of the Collateral;
Appears in 1 contract
Rights and Remedies of the Lender. Upon the occurrence of any Event of Default, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's ’s obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's ’s premises and otherwise proceed without legal process, and the Borrower shall on the Lender's ’s demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose;
c. Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender and render performance to or for the benefit of Lender of any obligations of such Customers to Borrower. To facilitate direct collection, Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, as attorney-in-fact for Borrower to (i) receive, open and dispose of all mail addressed to Borrower and take therefrom any Payments on or proceeds of Accounts; (ii) take over Borrower’s post office boxes or make such other arrangements, in which Borrower shall cooperate, to receive Borrower’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; (iii) endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender’s possession; (iv) sign and endorse the name of Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Customer, to drafts against any Customer, to assignments of Accounts, and to notices to any Customer; and (v) do all acts and things necessary to carry out this Agreement and the transactions contemplated hereby, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted under the Uniform Commercial Code of any appropriate state. Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law of any such attorney-in-fact. This power, being coupled with an interest and given to secure an obligation, is irrevocable so long as the Loan remains unsatisfied, or any Loan Document remains effective, as solely determined by the Lender. Lender shall have no obligation or duty to pursue any Person other than Borrower for the amounts owing under or in connection with the Loan, this Agreement or the other Loan Documents, including without limitation, any Persons pledging property to secure the Loan. To the extent such rights may now or hereafter exist, Borrower waives the right to require Lender to pursue any Persons other than Borrower to pay the amounts owing under the Revolving Note, Loan Agreement or other Loan Documents;
d. In the Lender’s own name, or in the name of Borrower, demand, collect, receive, xxx for and give receipts and releases for, any and all amounts due on Accounts, but the Lender shall not, under any circumstances, be liable for any error or omission or delay of any kind occurring in the settlement, collection or payment of any Accounts or any instrument received in payment thereof or for any damage resulting therefrom;
e. Endorse as the agent of Borrower any chattel paper, documents or instruments forming all or any part of the Collateral;
f. Make formal application for the transfer of all of Borrower’s permits, licenses, approvals, agreements and the like relating to the Collateral or to Borrower’s business to the Lender or to any assignee of the Lender or to any purchaser of any of the Collateral;
g. Obtain appointment of a receiver for all or any of the Collateral, Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by the Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize;
h. Take any other action which the Lender deems necessary or desirable to protect and realize upon its security interest in the Collateral;
i. File any legal action or lawsuit and obtain a judgement for any and all amounts owing under the Revolving Note, this Agreement or the other Loan Documents, and in conjunction with any such action, Lender may pursue any ancillary remedies provided by law, including without limitation, attachment, garnishment, execution and levy;
j. With respect to any Investment Property (including without limitation, the BOA Investments and/or the BOA Collateral Accounts), in addition to any other remedies set forth in this Agreement:
1. To transfer to or register in Lender’s name or the name of any nominee all or any part of the Investment Property of Borrower, without notice to Borrower and with or without disclosing that such Collateral is subject to the security interest created hereunder;
2. To sell, resell, assign and deliver, in its sole discretion, all or any of the Investment Property of Borrower, in one or more parcels, on any securities exchange on which any of the Investment Property may be listed, at public or private sale, at any of Lender’s offices or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Lender may deem satisfactory. If any of such Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Borrower be credited with any part of the proceeds of sale of any such Collateral until and to the extent cash payment in respect thereof has actually been received by Lender. Each purchaser at any such sale shall hold the property sold free from any lien or Encumbrance, including any equity or right of redemption of Borrower, and Borrower hereby expressly waives, to the fullest extent permitted under applicable law, all rights of redemption, stay or appraisal, and all rights to require Lender to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the amounts owing under the Revolving Note, this Agreement or any of the other Loan Documents, that it has or may have under any rule of law or statute now existing or hereafter adopted.
3. To exercise, to the extent permitted by applicable law, (i) all voting, consensual and other rights and powers pertaining to the Borrower’s Investment Property including without limitation, the BOA Investments and BOA Collateral Accounts (whether or not transferred into the name of Lender), at any meeting of shareholders, partners, members or otherwise, and (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Investment Property, as if Lender were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, reclassification, combination of shares or interest, similar rearrangement or other similar fundamental change in the structure of the applicable issuer, or upon the exercise by Borrower or Lender of any right, privilege or option pertaining to such Investment Property), and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, registrar or other designated agency upon such terms and conditions as Lender may determine, and give all consents, waivers and ratifications in respect of such Investment Property, all without liability except to account for any property actually received by it, but Lender shall have no duty to exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible for any failure to do so or delay in so doing; and for the foregoing purposes, Borrower will promptly execute and deliver or cause to be executed and delivered to Lender, upon request, all such proxies and other instruments as Lender may request to enable Lender to exercise such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-FACT OF BORROWER, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES, TO EXERCISE AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT ALL SUCH VOTING, CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY INVESTMENT PROPERTY WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT.
k. Borrower acknowledges that any failure to comply with its obligation regarding the Collateral, including (without limiting the generality of the foregoing) collection of the Accounts, shall cause irreparable harm to the Lender for which the Lender has no adequate remedy at law, and agrees that the Lender shall be entitled to specific performance, an injunction or other equitable relief to enforce the Borrower’s obligations under this Agreement; and
l. In addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by the Lender under other provisions of this Agreement, under any of the other Loan Documents, or provided by applicable law (including, without limiting the generality of the foregoing, the Uniform Commercial Code), including without limitation, generally enforcing any or all of the Borrower’s rights and remedies against any Customers, provided that Lender shall be under no obligation to do so.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Varsity Group Inc)
Rights and Remedies of the Lender. Upon 15.1 On the occurrence happening of any Event of the Events of Default, the Lender may, at its option, exercise any one by a notice in writing to the Borrower and without prejudice to the rights and remedies available to the Lender under this Agreement or more otherwise:
i) call upon the Borrower to pay all the Outstanding Dues in respect of the following rights Facility and remedies:otherwise; and
a. Declare ii) declare the Security to be enforceable, and the Lender, its representatives, servants, officers, agents and/or such other person in favour of whom such security is created (“Lender Representatives”), shall have inter alia, the right to enter upon and take possession of the Vehicle and/or to transfer or deal with the Vehicle by way of lease, leave and license, sale or otherwise in accordance with the provisions of the Agreement (notwithstanding anything to the contrary in this Agreement and irrespective of whether the Outstanding Dues have been recalled), provided a notice / intimation of such re-possession and/ or transfer is furnished to the Borrower.
15.2 Notwithstanding anything contained above, failure by the Lender to provide notice / intimate the Borrower under the Transaction Documents would not prejudice any other rights of the Lender under the Transaction Documents.
15.3 The Lender may, at its absolute discretion, appropriate any payments made by the Borrower and any amounts realized by the Lender by enforcement of Security or otherwise, towards the Outstanding Dues and in any manner whatsoever. Notwithstanding any such appropriation by the Lender towards settlement of any dues payable by the Borrower to the Lender's obligation , the Borrower shall continue to make or extend any Advances on remain liable to the Revolving Loan or Term Loans to Lender for all remaining amounts comprising the Outstanding Dues.
15.4 The Lender shall be terminatedentitled, at the sole risk and declare the entire unpaid principal amounts cost of the Revolving Loan Borrower, to engage any receiver, agent, manager or other person to collect the Outstanding Dues and/or to enforce any security provided by the Borrower or to exercise all or any of the powers hereby vested in the Lender with reference to the Security hereby created and Term Loansshall be entitled to recover and receive from the Borrower the remuneration and/or charges of such receiver, agent, manager or other person as aforesaid. The Lender may also delegate to such person(s) the right and authority to perform and execute all interest accrued acts, deeds, matters and unpaid thereonthings connected therewith or incidental thereto, as the Lender deems fit.
15.5 The Lender shall not in any way be liable / responsible, notwithstanding anything to the contrary under any applicable laws, for any loss, deterioration of or damage to the Security on any account whatsoever whilst the same are in the possession of the Lender or by reason of exercise or non-exercise of any rights and all other amounts payable remedies available to the Lender as aforesaid.
15.6 Without prejudice to the rights conferred in the Lender under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out Default, the Lender shall have all the rights conferred on secured creditors under any law including but not limited to the Securitization and Reconstruction of voluntary Financial Assets and Enforcement of Security Interest Act, 2002 or involuntary bankruptcy proceedings any amendment or re-enactment thereof.
15.7 No delay in exercising or omission to exercise, any right, power or remedy accruing to the Lender upon any default under this Agreement or any other agreement or document shall impair any right, power or remedy or shall be construed as a waiver.
15.8 Notwithstanding anything contained herein, the Lender shall not in any way be responsible for delay, omission or neglect in encashment, damage or loss of any payment instruments including PDC(s)/cheque(s) (already given or to be given by the Borrower to the Lender in terms hereof) for any reasons whatsoever.
15.9 No interest or compensation shall be payable by the Lender to the Borrower on the proceeds held/to be held by the Lender, on any ground whatsoever.
15.10 The Lender shall not be responsible for delay, or non-delivery, or any defect, damage, or quality of the Vehicle, for which the Borrower shall be solely responsible. It is further agreed that the debtor, such acceleration Lender shall occur automatically and immediately without not be responsible or liable even if there is a defect or dispute of any declaration nature in the title (even if the Vehicle is found to be a stolen Vehicle) or other action on the part ownership of the Lender) whereupon the Revolving Loan Vehicle and Term Loans, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial Code, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and that the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purposeindependently satisfy itself in this regard.
Appears in 1 contract
Samples: Two Wheeler Loan Agreement
Rights and Remedies of the Lender. Upon the occurrence of any Event of DefaultDefault and the expiration of any applicable cure periods, the Lender may, at its option, exercise any one or more of the following rights and remedies:
a. Declare this Agreement and the Lender's obligation to make or extend any Advances on the Revolving Loan or Term Loans to be terminated, and declare the entire unpaid principal amounts of the Revolving Loan and Term LoansLoan, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement and the other Loan Documents to be accelerated, and to be immediately due and payable (except that upon the occurrence of an Event of Default arising out of voluntary or involuntary bankruptcy proceedings in which the Borrower is the debtor, such acceleration shall occur automatically and immediately without any declaration or other action on the part of the Lender) whereupon the Revolving Loan and Term LoansLoan, all such accrued interest, and all such amounts shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any of the other Loan Documents to the contrary notwithstanding;
b. Take possession or control of, store, lease, operate, manage, sell or otherwise dispose of all or any part of the Collateral in accordance with the remedies provided to secured parties under the Uniform Commercial CodeUCC, this Agreement, the Loan Documents or other applicable law. In taking possession of the Collateral, the Lender may enter the Borrower's premises and otherwise proceed without legal process, and the Borrower shall on the Lender's demand, promptly assemble and make the Collateral available to the Lender at a place designated by the Lender. The Lender shall be entitled to immediate possession of all books and records evidencing or pertaining to any of the Collateral. In the event of any sale or other disposition of the Collateral, Lender may disclaim any warranty relating to title, possession, quiet enjoyment or any other warranty of the like, including without limitation, any warranty of merchantability or fitness for a particular purpose.
c. Notify any or all Customers to make any Payments due to Borrower from such Customers directly to the Lender and render performance to or for the benefit of Lender of any obligations of such Customer(s)
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Student Advantage Inc)
