RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations). (b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies): (i) the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or (ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or (iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or (iv) take additional reserves against the Borrowing Base; or (v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate. (c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 3 contracts
Samples: Loan and Security Agreement (Newtek Business Services, Inc.), Loan and Security Agreement (Newtek Business Services, Inc.), Loan and Security Agreement (Newtek Business Services Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender Administrative Agent and the Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by LenderAdministrative Agent and the Lenders), or otherwise available at Law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender Administrative Agent may, in its discretion, and at the request of the Required Lenders shall, cease making Advances hereunder, terminate the Loan and declare the Secured Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(l), (m) or (mn) shall automatically cause an acceleration of the Secured Obligations).
(b) In addition to all other rights, options and remedies granted or available to Lender Administrative Agent and the Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by LenderAdministrative Agent and the Lenders), or otherwise available at Law or in equity, upon or at any time after the acceleration of the Secured Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender Administrative Agent may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender Administrative Agent may, in its discretion, and at the request of the Required Lenders shall, exercise all rights under the UCC and any other applicable Law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
): (i) the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by LenderAdministrative Agent); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Samples: Loan Agreement (Newtek Business Services Corp.), Loan and Security Agreement (Newtek Business Services Corp.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default Lender Default, Agent may, in its discretion, direct Lenders to withhold or cease making Advances hereunderunder the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Loan Revolving Credit and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the Obligations).
(bc) In addition to all other rights, options and remedies granted or available to Lender Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by LenderAgent), or otherwise available at Law or in equity, upon or at any time after the acceleration occurrence and during the continuance of an Event of Default Agent may, in its discretion, direct Borrower to deliver and pledge to Agent, for the Obligations ratable benefit of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by LenderAgent); or
(ii) by By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender Agent at any place designated by LenderAgent; or
(iv) take additional reserves against The right to reduce the Maximum Revolving Credit Amount or Borrowing BaseBase or to modify the terms and conditions upon which Agent, on behalf of Lenders, or Lenders may be willing to consider making Advances under the Credit Facility; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that Lender’s Lenders remedies at Law law are inadequate.
(ce) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to LenderAgent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender Agent shall have no obligation to clean up or prepare the Collateral for sale. If Lender Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by LenderAgent. Lender Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Samples: Loan and Security Agreement (Alesco Financial Inc), Loan and Security Agreement (Alesco Financial Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by LenderAdministrative Agent at the direction of the Required Lenders), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, each Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent on behalf of Lenders at the direction of the Required Lenders), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender mayAdministrative Agent on behalf of Lenders, in its discretionupon the request and at the direction of the Required Lenders, cease making Advances hereunder, shall terminate the Loan Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l7.1(i), (j) or (mk) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument).
(bc) In addition to all other rights, options and remedies granted or available to Lender Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by LenderAdministrative Agent on behalf of Lenders), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default, upon Administrative Agent’s request, with the approval of the Required Lenders, Borrower shall establish a lockbox with Administrative Agent through which Borrower and its Subsidiaries shall instruct all Account Debtors to make payment on Accounts. Borrower shall execute such agreements as Administrative Agent may require, to establish the lockbox.
(d) In addition to all other rights, options and remedies granted or available to Lenders under this Agreement or the Loan Documents (each of which is also then exercisable, at the direction of the Required Lenders, by Administrative Agent on behalf of Lenders), or otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and continuation of an Event of Default (other than the rights with respect to clause (iv) below which Lender may Administrative Agent may, and upon the request of the Required Lenders shall, exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender Administrative Agent may, in its discretionand upon the request of the Required Lenders shall, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by LenderAdministrative Agent); or
(ii) by By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender Administrative Agent at any place designated by LenderAdministrative Agent; or
(iv) The right to reduce or modify the Maximum Revolving Credit Limit or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Revolving Credit or to take additional reserves against the Borrowing BaseRevolving Credit; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that each Lender’s remedies at Law law are inadequate.
(ce) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Administrative Agent on behalf of Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to LenderAdministrative Agent’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender Administrative Agent shall have no obligation to clean up or prepare the Collateral for sale. If Lender Administrative Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by LenderAdministrative Agent on behalf of Lenders. Lender Administrative Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
(f) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default, Borrower shall not make any Distribution on the Preferred Stock (or any other Capital Stock of Borrower) without the prior written consent of the Required Lenders.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Rti Surgical, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its reasonable discretion, withhold or cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Advances.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits reasonable discretion, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, terminate the Revolving Credit Facility and Term Loan Facility.
(c) In addition to all other than rights, options and remedies granted or available to Lender under this Agreement or the rights with respect to clause Loan Documents (iv) below each of which Lender may exercise at any time after an Event of Default and regardless of whether there is an accelerationalso then exercisable by Lender), Lender may, in its discretionupon or at any time after the occurrence and during the continuance of an Event of Default, exercise all rights under the UCC Uniform Commercial Code and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to “take possession of, send notices regarding and collect directly possession” of the Collateral, and notify all Account Debtors of Lender’s security interest in the Accounts and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the name of the Borrower, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its reasonable discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including including, without limitation the right to notify limitation, notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, to an address designated by Lender); or
(ii) by its own means or with judicial assistanceRequire Borrower, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense expense, to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iviii) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin any violation of Section 7.1reduce or modify the Revolving Credit Commitment or Term Loan Commitment, it being agreed that Lender’s remedies at Law are inadequateor to modify the terms and conditions upon which Lender may be willing to consider making Advances.
(cd) Borrower hereby agrees that a notice received by it at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Samples: Credit Agreement (Green Plains Renewable Energy, Inc.), Credit Agreement (Green Plains Renewable Energy, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender Agent or Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender or Unmatured Event of Default, Agent may, in its discretion, and the SuperMajority Lenders shall have the right to cause Agent to, withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facility.
(b) In addition to all other rights, options and remedies granted or available to Lender Agent under this Agreement or the Loan Documents (each of which is also then exercisable by LenderAgent), or otherwise available at Law or Agent may, in equityits discretion, and the SuperMajority Lenders shall have the right to cause Agent to, upon or at any time after the acceleration occurrence and during the continuance of an Event of Default, terminate the Obligations following Credit Facility.
(c) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect notify all Lessees of the Agent's and Lenders' security interest in the Collateral and require payment under the Leases to be made directly to Agent for the Collateralbenefit of Lenders and Agent may, in its own name or in the name of Borrower, exercise all rights of lessor under the Leases and collect, xxx for and receive payment on all Leases, and settle, compromise and adjust the same on any terms as may be satisfactory to Agent, in its sole and absolute discretion for any reason or without reason and Agent may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower to an address designated by LenderAgent); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Samples: Loan and Security Agreement (Resource America Inc), Loan and Security Agreement (Fidelity Leasing Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument). Nothing contained herein shall limit the rights of Lender under the terms of any Interest Hedging Instrument.
(b) b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to any Borrower to an address designated by Lender); or
(ii) by By its own means or with judicial assistance, enter any Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and such Borrower shall not resist or interfere with such action; or
(iii) require Require each Borrower at such Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(c) c. Each Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to such Borrower. Borrower Each Loan Party covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower each Loan Party will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 2 contracts
Samples: Loan and Security Agreement (JetPay Corp), Loan and Security Agreement (Universal Business Payment Solutions Acquisition Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, charge the Default Rate on all then outstanding or thereafter incurred Obligations and/or withhold or cease making Advances hereunderunder the Credit Facility, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment unless such Event of Default or protest Unmatured Event of Default is cured to Lender’s satisfaction or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth waived in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)accordance herewith.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence of an Event of Default, terminate the Credit Facility (it also being understood that the occurrence of any of the Obligations following events or conditions set forth in Sections 8.01(i), (j), (k) or (q) hereof shall automatically cause a termination of the Credit Facility without notice or demand).
(c) The Lender will be entitled to take any and all actions to enforce its claims against Borrowers to recover the balance of the Obligations, including, without limitation, being entitled to pursue all remedies provided for by law, equity, or otherwise, and to exercise the warrants of attorney to confess judgment against Borrowers, or any of them, contained in this Agreement or the other Loan Documents;
(d) The Lender will be entitled to take any and all actions permitted by this Agreement, the other Loan Documents, and/or by law, equity or otherwise;
(e) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, by contract or otherwise, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession” of or foreclose on the Collateral (including removing from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts) by any available judicial procedure, or without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession ofof or removing the same, send notices regarding and collect notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the Collateralname of the applicable Borrower, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including including, without limitation the right to notify limitation, notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, or any of them, to an address designated by Lender); or) and may use, at Borrowers’ expense, such of the Borrowers’ personnel, supplies or space as may be necessary to manage such Accounts;
(ii) by its own means or with judicial assistanceRequire Borrowers, enter Borrower’s premises and take possession of the Collateralat Borrowers’ expense, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrowers’ information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion;
(iii) The right to reduce or modify the Revolving Loan Commitment, Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Credit Facility or to take additional reserves in the Borrowing Base for any reason; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin sell, assign and deliver all or any violation part of Section 7.1the Collateral and any returned, it being agreed that reclaimed or repossessed merchandise, in the name of the Borrowers (or any of them) or Lender, or in the name of such other party as Lender may designate, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at Lender’s remedies sole discretion, with or without warranties or representations (including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as Lender in its sole discretion may deem advisable, and Lender may bid or become a purchaser at Law are inadequateany such sale, free from any right of redemption, which right is hereby expressly waived by the Borrowers. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, Lender shall have the right, at its sole discretion, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as Lender shall deem appropriate.
(cf) Borrower Borrowers hereby agrees agree that a notice received by it them at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to BorrowerBorrowers. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral.
(g) Lender is hereby granted, until the Obligations are paid in full and all obligations of Lender hereunder are terminated, a worldwide license to use, after the occurrence and during the continuance of an Event of Default hereunder. Lender shall have no obligation and without charge, all of Borrowers’ labels, trademarks (and associated goodwill), copyrights, patents and advertising matter, and any other form of intellectual property, as they pertain to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender mayCollateral, in connection with completing production of, advertising for sale and selling of any sale of the Collateral specifically disclaim any warranties of title or the likeCollateral.
Appears in 2 contracts
Samples: Credit Agreement (Clarient, Inc), Credit Agreement (Clarient, Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit.
b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument), immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument)).
(b) c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the i. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by . By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require . Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) . The right to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Revolving Credit or to take additional reserves against the Borrowing BaseRevolving Credit; or
(v) v. To the extent permitted by applicable law, the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(c) d. Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after Upon the occurrence and during the continuance of an any Event of Default Lender mayDefault, in its discretionthe Required Lenders may authorize and instruct the Agent to do any one or more of the following on behalf of the Lenders:
(a) the Agent shall at any time thereafter have the right, cease making Advances hereunderwith or without notice to the Debtor, terminate as to any or all of the Loan Collateral, by any available judicial procedure, or without judicial process, to take possession of the Collateral and declare without liability for trespass to enter any premises where the Obligations immediately due Collateral may be located for the purpose of taking possession of or removing the Collateral without notice or demand and payable, all with or without judicial procedure (said notice and demand, noticeand also any right or action for trespass or damages hereby being waived), presentment and, generally, to exercise any and all rights afforded to the Agent as a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction or protest or further action of other applicable law, including (without limitation) delivering any kind (it also being understood that and all Assignment Notices to the occurrence of any of Lessees under the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations).Leases;
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or without limiting the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the acceleration generality of the Obligations following foregoing, the occurrence of an Event of Default (other than Debtor agrees that the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Agent shall have the right to take possession ofsell, send notices regarding and collect directly the Collaterallease, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or otherwise dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral, whether in its then condition or after further preparation or processing, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or on credit, with or without warranties or representations, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Agent deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition the Debtor hereby agrees that the sending of five (5) days’ notice by first class mail, postage prepaid, to any address of the Debtor set forth in this Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Agent upon credit or for future delivery, the Agent shall not be liable for the failure of the purchaser to pay for same and in such event the Agent may resell such Collateral. The Agent may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely distributed standard price quotations, the Agent may buy such Collateral at private sale and in each case may make payment therefor by any means. If any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other than real estate unfinished state, the Agent shall have the right, at its option, to do such rebuilding, repairing, preparation, processing or fixturescompletion of manufacturing, for the purpose of putting the Collateral in such saleable or disposable form as it shall deem appropriate; and
(c) at the Agent’s request, the Debtor shall assemble the Collateral and make it available to Lender the Agent at any place designated by Lender; or
(iv) take additional reserves against such reasonable location which the Borrowing Base; or
(v) Agent shall select, whether at the right Debtor’s premises or elsewhere, and make available to enjoin any violation the Agent, without rent, all of Section 7.1the Debtor’s premises and facilities for the purpose of the Agent’s taking possession of, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before removing or putting the time Collateral in saleable or disposable form. The proceeds of any intended public sale or of the time after which any private sale such sale, lease or other disposition of the Collateral is to be made, shall be deemed applied first, to be the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable notice attorneys’ fees and legal expenses incurred by the Agent in attempting to collect the Obligations or enforce this Agreement or in the prosecution or defense of such sale any action or proceeding related to the subject matter of this Agreement, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Agent shall account to the Debtor for any surplus proceeds. If, upon the sale, lease or other dispositiondisposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Agent is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon at the Post Maturity Rate, and the reasonable fees of any attorneys employed by the Agent to collect such deficiency. If To the extent permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants the Debtor waives all claims, damages and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to demands against the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any Agent arising out of the Collateral upon creditrepossession, Borrower will only be credited with payments actually made by the purchaser thereofremoval, that are received by Lender. Lender may, in connection with any retention or sale of the Collateral specifically disclaim any warranties other than those resulting from the willful misconduct or gross negligence of title or the likeAgent.
Appears in 1 contract
Samples: Credit Agreement (American Railcar Industries, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan Loans and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations).
(b) b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) i. the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower Borrowers to an address designated by Lender); or
(ii) . by its own means or with judicial assistance, enter each Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) . require each Borrower at such Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) . take additional reserves against the Borrowing Base; or
(v) v. the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(c) c. Each Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to either Borrower. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower Borrowers will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Newtek Business Services Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) a. [Reserved].
b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the Obligations).
(b) c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to any Borrower to an address designated by Lender); or
(ii) by By its own means or with judicial assistance, enter any Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and such Borrower shall not resist or interfere with such action; or
(iii) require Require each Borrower at such Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(c) d. Each Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to such Borrower. Borrower Each Loan Party covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower each Loan Party will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit Facility and the Guidance Line Facility.
b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan Revolving Credit Facility and the Guidance Line Facility and declare the Obligations Obligations, immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the Obligations).
(b) c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i1) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by i. By its own means or with judicial assistance, enter Borrower’s 's premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require ii. Require Borrower at Borrower’s 's expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the iii. The right to enjoin any violation of Section 7.1, it being agreed that Lender’s 's remedies at Law law are inadequate.
(c) d. Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
e. The purchase money proceeds or avails of any sale made under or by virtue of this Article 8, together with any other sums which then may be held by Lender under this Loan Agreement, whether under the provisions of this Article 8 or otherwise, shall be applied as follows:
i. First: To the payment of all Lender Expenses, including without limitation, the costs and expenses of such sale, including, but not limited to, the reasonable compensation to Lender its agents and counsel, and any sums that may be due under and/or pursuant to any statute, rule, regulation and/or law which imposes any tax, charge, fee and/or levy in connection with and/or arising from the exercise of any right and/or remedy under this Loan Agreement or the requirement that any sum be paid in order to record and/or file any deed, instrument of transfer or other such document in connection with any such sale and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Lender under this Loan Agreement, together with interest at the Default Rate on all advances made by Lender.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, withhold or cease making Advances hereunder, terminate and Term Advances under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facilities.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, terminate the Credit Facilities.
(c) In addition to all other than rights, options and remedies granted or available to Lender under this Agreement or the rights with respect to clause Loan Documents (iv) below each of which Lender may exercise at any time after an Event of Default and regardless of whether there is an accelerationalso then exercisable by Lender), Lender may, in its discretionupon or at any time after the occurrence and during the continuance of an Event of Default, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence and during the continuance of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to "take possession of, send notices regarding and collect directly possession" of the Collateral, and notify all Obligors of Lender's security interest in the Collateral and require payment under the Accounts to be made directly to Lender, and Lender may, in its own name or in the name of the applicable Borrowers, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, to an address designated by Lender); or
(ii) by its own means or with judicial assistanceRequire Borrowers, enter Borrower’s premises and take possession of the Collateralat Borrowers' expense, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrowers' information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion; or
(iviii) The right to reduce or modify the Commitments, the Borrowing Base or any portion thereof, or the Advance Rate, or to modify the terms and conditions upon which Lender may be willing to consider making Loans under the Credit Facilities or to take additional reserves against in the Borrowing Base; or
(v) the right to enjoin Base for any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequatereason.
(cd) Borrower Borrowers hereby agrees agree that a notice received by it at least seven ten (710) days before the time of any intended public sale or of before the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to BorrowerBorrowers. Borrower covenants Borrowers covenant and agrees agree not to interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Providence Service Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) In
x. Xx addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit or modify the terms of the Borrowing Base.
x. Xx addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument).).
x. Xx addition to all other rights, options and remedies granted or available to Lender, under this Agreement or the Loan Documents (b) In each of which is also then exercisable by Xxxxxx), upon or at any time after the occurrence and during the continuance of an Event of Default, Borrower shall be obligated to deliver and pledge to Lender, cash collateral in the amount of all outstanding Letters of Credit.
x. Xx addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and during the continuance of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after while an Event of Default exists and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):):
(i) the i. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by xx. Xx its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require . Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place reasonably designated by Lender; oror
(iv) . The right to reduce or modify the Borrowing Base or to modify the terms and conditions upon which Xxxxxx may be willing to consider making Advances under the Revolving Credit or to take additional reserves against the Borrowing BaseRevolving Credit; oror
(v) the v. The right to enjoin any violation of Section 7.1, it being agreed that LenderXxxxxx’s remedies at Law law are inadequate..
(c) Borrower x. Xxxxxxxx hereby agrees that a notice received by it at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to LenderXxxxxx’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by LenderXxxxxx. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Western Acquisition Ventures Corp.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In a. To the extent permitted by law, in addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Default, Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1 (h),(i) or (mj) shall automatically cause an acceleration of the Obligations).
(b) In b. To the extent permitted by law, in addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration)Default, Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including including, to the extent permitted by law, the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the i. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender the Agent or the Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender mayDefault, in its discretionor any Unmatured Event of Default, the Majority Lenders shall have the option to instruct the Agent to direct the Lenders, to, withhold or cease making Advances and/or issuing Letters of Credit hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations).
(b) In addition to all other rights, options and remedies granted or available to Lender the Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Lenderthe Agent), the Agent may, at the discretion of the Majority Lenders after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit Facility and the Term Loan.
(c) INTENTIONALLY OMITTED]
(d) In addition to all other rights, options and remedies granted or otherwise available to the Agent under this Agreement or the Loan Documents (each of which is also then exercisable by the Agent), the Agent may, at Law or in equitythe discretion of the Majority Lenders, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to the Borrower to an address designated by Lenderthe Agent); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately accelerated, due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence but if any Event of any of the events or conditions set forth Default described in Sections 8.1(k),(lSection 8.1(f) or (mSection 8.1(g) shall automatically cause an acceleration of the Obligationsoccurs, all Obligations are immediately accelerated, due and payable without any action by Lxxxxx).
(b) b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and during the continuance of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after while an Event of Default exists and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the i. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by . By its own means or with judicial assistance, enter BorrowerBxxxxxxx’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) belowthe UCC, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble . Sell, lease or otherwise dispose of any or all or any part of the Collateral in a commercially reasonable manner at public or private sale with notice to Borrower (other than real estate the parties agreeing that thirty (30) days’ prior written notice shall constitute adequate notice of such sale) at such price as it may deem best, for cash, credit, or fixtures) otherwise, with the right of Lender to purchase and make it available apply the Proceeds to Lender at the Obligations (with any place designated by Lender; orexcess being refunded to Borrower).
(iv) take additional reserves against the Borrowing Base; or
(v) the . The right to enjoin any violation of Section 7.1, it being agreed that LenderLxxxxx’s remedies at Law law are inadequate.
c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (ceach of which is also then exercisable by Lender), or otherwise available at law or in equity, notwithstanding anything to the contrary in the Borrower Operating Agreement, at any time following the occurrence and during the continuance of an Event of Default that has been continuing for a period of ten (10) or more Business Days, then Lender may, in its discretion require that it be appointed as “Manager” (as defined in the Borrower hereby agrees that a notice received Operating Agreement) under the Borrower Operating Agreement. Upon such election by it at least seven Lxxxxx described in the prior sentence, then (7i) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to Borrower Operating Agreement shall be made, and shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens amended to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to reflect the Lender’s appointment as “Manager” (as defined in the Borrower Operating Agreement) under the Borrower Operating Agreement, and (ii) the Borrower shall promptly take any and all actions reasonably requested by Lxxxxx to further reflect and evidence such appointment. In addition, Borrower shall be liable for any and all unpaid additional sums due hereunder before, after or during the exercise of its rights any of the foregoing remedies; for all reasonable and documented out-of-pocket legal fees and other reasonable and documented out-of-pocket costs and expenses incurred by reason of any Default or of the exercise of Lxxxxx’s remedies with respect thereto. No remedy referred to in this Section is intended to be exclusive, but each shall be cumulative, and shall be in addition to any other remedy referred to above or otherwise available at law or in equity, and may be exercised concurrently or separately from time to time. Borrower hereby waives any and all existing or future claims to any offset against the Collateral, after sums due hereunder and agrees to make the occurrence payments regardless of an Event of Default hereunder. Lender shall have no obligation to clean up any offset or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, claim which may be asserted by Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, or on its behalf in connection with any sale of the Collateral specifically disclaim any warranties of title or the likethis Agreement.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the occurrence and during the continuance of an Event of Default Lender mayDefault, in its discretion, cease making Advances hereunder, to terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facility.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equityLender may, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and subject to the rights of the Lessees and Mortgagors, under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect notify all Lessees and Mortgagors of Lender's security interest in the Collateral and require payment under the Leases and Mortgages to be made directly to Lender and Lender may, in its own name or in the Collateralname of Borrower, exercise all rights of the lessor under the Leases and the Mortgagee under the Mortgages and collect, sue xxx and receive payment on all Leases and Mortgages, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by By its own means or with judicial assistance, subject to the rights of the Lessees and Mortgagors, enter Borrower’s 's premises or location of Collateral and take possession of the Collateral, or render it unusable, . or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Require Borrower at Borrower’s expense 's expense, subject to the rights of the Lessees, to assemble all or any part of the Collateral (other than real estate or fixtures) Leased Property and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Master Loan and Security Agreement (T&w Financial Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) Upon the occurrence of a Default or an Event of Default, the Administrative Agent may, in its discretion, or shall, upon the direction of the Majority Lenders, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Lender the Administrative Agent under this Agreement or the other Loan Documents (each of which is also then exercisable by Lenderthe Administrative Agent), the Administrative Agent may, in its discretion, or otherwise available at Law or in equityshall, upon or at any time after the direction of Majority Lenders, upon the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunderDefault, terminate the Loan and declare Revolving Credit, accelerate the Obligations immediately due and payableexercise any rights and remedies available hereunder or under any of the other Loan Documents, at law or in equity to enforce the Lenders' and the Administrative Agent's rights and collect the Obligations, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(lsubparagraphs (j), (k) or (ml) of Section 8.1 above shall automatically cause an acceleration of the Obligations). Nevertheless, if at any time within sixty (60) days after acceleration of the Obligations, (i) the Borrower shall pay all accrued and unpaid interest and all payments on account of the principal Obligations, which shall have become due otherwise than by acceleration (with interest, to the extent permitted by law, on overdue interest, at the Alternate Base Rate) and all other fees or Expenses then owed hereunder and (ii) all Defaults and Events of Default (other than non-payment of principal of and accrued interest on the Advances and the Restated Revolving Credit Notes due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.15, then the Super Majority Lenders, by written notice to the Borrower, may (in their absolute and sole discretion) rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Default or Event of Default or impair any right consequent thereto. The provisions of the immediately preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Lenders and are not intended in any manner or under any circumstances whatsoever to benefit the Borrower or any of the Guarantors and do not grant in any manner or under any circumstances whatsoever the Borrower or any of the Guarantors the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.
(bc) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the acceleration of the Obligations following Upon the occurrence and during the continuance of an Event of Default (and in addition to all other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way available to the Administrative Agent, the Borrower shall, upon demand of example the Administrative Agent, be obligated to deliver and is not intended pledge to be an exhaustive list the Administrative Agent, on behalf of all such rights and remedies):
(i) Lenders, cash collateral in the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession amount of the Collateral, or render it unusable, or dispose all outstanding Letters of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequateCredit.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, charge the Default Rate on all then outstanding or thereafter incurred Obligations and/or withhold or cease making Advances hereunderunder the Credit Facility, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment unless such Event of Default or protest Unmatured Event of Default is cured to Lender’s satisfaction or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth waived in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)accordance herewith.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence of an Event of Default, terminate the Credit Facility (it also being understood that the occurrence of any of the Obligations following events or conditions set forth in Sections 8.01(i), (j), (k) or (q) hereof shall automatically cause a termination of the Credit Facility without notice or demand).
(c) The Lender will be entitled to take any and all actions to enforce its claims against Borrowers to recover the balance of the Indebtedness then due, including being entitled to pursue all remedies provided for by law, equity, or otherwise, and to exercise the warrants of attorney to confess judgment against Borrowers, or any of them, contained in this Agreement or the other Loan Documents;
(d) The Lender will be entitled to take any and all actions permitted by this Agreement, the other Loan Documents, and/or by law, equity or otherwise;
(e) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, by contract or otherwise, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession” of or foreclose on the Collateral (including removing from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts) by any available judicial procedure, or without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession ofof or removing the same, send notices regarding and collect notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the Collateralname of the applicable Borrower, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, or any of them, to an address designated by Lender); or) and may use, at Borrowers’ expense, such of the Borrowers’ personnel, supplies or space as may be necessary to manage such Accounts;
(ii) by its own means or with judicial assistanceRequire Borrowers, enter Borrower’s premises and take possession of the Collateralat Borrowers’ expense, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrowers’ information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion;
(iii) The right to reduce or modify the Revolving Loan Commitment, Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Credit Facility or to take additional reserves in the Borrowing Base for any reason; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin sell, assign and deliver all or any violation part of Section 7.1the Collateral and any returned, it being agreed that reclaimed or repossessed merchandise, in the name of the Borrowers (or any of them) or Lender, or in the name of such other party as Lender may designate, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at Lender’s remedies sole discretion, with or without warranties or representations (including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as Lender in its sole discretion may deem advisable, and Lender may bid or become a purchaser at Law are inadequateany such sale, free from any right of redemption, which right is hereby expressly waived by the Borrowers.
(cf) Borrower Borrowers hereby agrees agree that a notice received by it them at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to BorrowerBorrowers. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral.
(g) Lender is hereby granted, until the Obligations are paid in full and all obligations of Lender hereunder are terminated, a worldwide license to use, after the occurrence and during the continuance of an Event of Default hereunder. Lender shall have no obligation and without charge, all of Borrowers’ labels, trademarks (and associated goodwill), copyrights, patents and advertising matter, and any other form of intellectual property, as they pertain to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender mayCollateral, in connection with completing production of, advertising for sale and selling of any sale of the Collateral specifically disclaim any warranties of title or the likeCollateral.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender LENDER under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender or Unmatured Event of Default, LENDER may, in its discretion, withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Total Facility.
(b) In addition to all other rights, options and remedies granted or available to Lender LENDER under this Agreement or the Loan Documents (each of which is also then exercisable by LenderLENDER), or otherwise available at Law or LENDER may, in equityits discretion, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, terminate the Total Facility and accelerate the Term Loan.
(c) In addition to all other than rights, options and remedies granted or available to LENDER under this Agreement or the rights with respect to clause Loan Documents (iv) below each of which Lender may exercise is also then exercisable by LENDER), LENDER may, upon or at any time after the occurrence and during the continuance of an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to "take possession of, send notices regarding and collect directly possession" of the Collateral, and notify all Obligors of LENDER's security interest in the Collateral and require payment under the Accounts to be made directly to LENDER and LENDER may, in its own name or in the name of the applicable BORROWER, exercise all rights of a secured party with respect to the Collateral and collect, sue for and receive payment on all Accounts, and settle, compromise xxx adjust the same on any terms as may be satisfactory to LENDER, in its sole and absolute discretion for any reason or without reason and LENDER may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower BORROWERS, or any of them, to an address designated by LenderLENDER); or
(ii) by its own means or with judicial assistanceRequire BORROWERS at BORROWERS' expense, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender LENDER at any place designated by LenderLENDER, which may include providing LENDER or any entity designated by LENDER with access (either remote or direct) to BORROWERS' information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by LENDER in its sole discretion; or
(iviii) The right to reduce or modify the Revolving Loan Commitment, the Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which LENDER may be willing to consider making Advances under the Total Facility or to take additional reserves against in the Borrowing Base; or
(v) the right to enjoin Base for any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequatereason.
(cd) Borrower BORROWERS hereby agrees agree that a notice received by it them at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender LENDER without prior notice to BorrowerBORROWERS. Borrower Each BORROWER covenants and agrees not to interfere with or impose any obstacle to Lender’s LENDER's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Loan.
b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(e),(f) or (mg) shall automatically cause an acceleration of the Obligations).
(b) c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (ivi) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) 1. The right to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Loan or to take reserves against the Loan; or
2. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by 3. By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Point Therapeutics Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default Default, Lender may, in its discretion, withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, terminate the Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument), immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations (other than any Obligations arising under an Interest Hedging Instrument)).
(c) In addition to all other rights, options and remedies granted or available to Lender, under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), upon or at any time after the occurrence and during the continuance of an Event of Default, Borrower shall be obligated to deliver and pledge to Lender, cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by By its own means or with judicial assistance, enter Borrower’s 's premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Require Borrower at Borrower’s 's expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) The right to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Revolving Credit or to take additional reserves against the Borrowing BaseRevolving Credit; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(ce) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Lakeland Industries Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, withhold or cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Advances.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, Lender may, in its discretion, terminate any Facility or this Agreement.
(c) In addition to all other than rights, options and remedies granted or available to Lender under this Agreement or the rights with respect to clause (iv) below which Lender may exercise Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default and regardless of whether there is an acceleration)Default, Lender may, in its discretion, exercise all rights under the UCC Uniform Commercial Code and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to “take possession of, send notices regarding and collect directly possession” of the Collateral, and notify all Account Debtors of Xxxxxx’s security interest in the Accounts and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the name of Borrower, exercise all rights of a secured party with respect to the Collateral and collect, sue for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including including, without limitation the right to notify limitation, notifying the United States postal authorities to redirect mail addressed to Borrower Borrower, to an address designated by Lender); or
(ii) by its own means or with judicial assistanceRequire Borrower, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense expense, to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iviii) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin any violation of Section 7.1reduce or modify the Credit Commitments, it being agreed that Lender’s remedies at Law are inadequateor to modify the terms and conditions upon which Xxxxxx may be willing to consider making Advances.
(cd) Borrower Xxxxxxxx hereby agrees that a notice received by it at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to LenderXxxxxx’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Credit Agreement (Benson Hill, Inc.)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Default, or any event which with the giving of notice or the passage of time, or both, would become an Event of Default, Lender may, in its discretion, shall have the option to withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence and during the continuance of an Event of Default, terminate the Obligations Revolving Credit.
(c) In addition to all other rights, options and remedies granted or available to Lender, under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), upon or at any time after the occurrence and during the continuance of an Event of Default, Borrowers shall be obligated to deliver and pledge to Lender cash collateral in the amount of all outstanding Letters of Credit.
(d) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to any Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Telespectrum Worldwide Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) Upon the occurrence of a Default or an Event of Default, the Administrative Agent may, in its discretion, or shall, upon the direction of the Majority Lenders, withhold or cease making Advances under the Revolving Credit.
(b) In addition to all other rights, options and remedies granted or available to Lender the Administrative Agent under this Agreement or the other Loan Documents (each of which is also then exercisable by Lenderthe Administrative Agent), the Administrative Agent may, in its discretion, or otherwise available at Law or in equityshall, upon or at any time after the direction of Majority Lenders, upon the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunderDefault, terminate the Loan and declare Revolving Credit, accelerate the Obligations immediately due and payableexercise any rights and remedies available hereunder or under any of the other Loan Documents, at law or in equity to enforce the Lenders' and the Administrative Agent's rights and collect the Obligations, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(lsubparagraphs (j), (k) or (ml) of Section 8.1 above shall automatically cause an acceleration of the Obligations). Nevertheless, if at any time within sixty (60) days after acceleration of the Obligations, (i) the Borrower shall pay all accrued and unpaid interest and all payments on account of the principal Obligations, which shall have become due otherwise than by acceleration (with interest, to the extent permitted by law, on overdue interest, at the Alternate Base Rate) and all other fees or Expenses then owed hereunder and (ii) all Defaults and Events of Default (other than non-payment of principal of and accrued interest on the Advances and the Revolving Credit Notes due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.15, then the Super Majority Lenders, by written notice to the Borrower, may (in their absolute and sole discretion) rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Default or Event of Default or impair any right consequent thereto. The provisions of the immediately preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Lenders and are not intended in any manner or under any circumstances whatsoever to benefit the Borrower or any of the Guarantors and do not grant in any manner or under any circumstances whatsoever the Borrower or any of the Guarantors the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.
(bc) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the acceleration of the Obligations following Upon the occurrence and during the continuance of an Event of Default (and in addition to all other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way available to the Administrative Agent, the Borrower shall, upon demand of example the Administrative Agent, be obligated to deliver and is not intended pledge to be an exhaustive list the Administrative Agent, on behalf of all such rights and remedies):
(i) Lenders, cash collateral in the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession amount of the Collateral, or render it unusable, or dispose all outstanding Letters of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequateCredit.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretiondiscretion and without effecting the otherwise discretionary nature of the Credit Facility, withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facility.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence and during the continuance of an Event of Default, terminate the Obligations following Credit Facility.
(c) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect notify all Lessees of the Lender's security interest in the Collateral and require payment under the Leases to be made directly to Lender, and Lender may, in its own name or in the Collateralname of either Borrower, exercise all rights of lessor under the Leases and collect, xxx for and receive payment on all Leases, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, or either of them, to an address designated by Lender); or
(ii) by By its own means or with judicial assistance, subject to the rights of the Lessees, enter Borrower’s Borrowers' premises or location of Collateral and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower Borrowers shall not resist or interfere with such action; or
(iii) require Borrower Require Borrowers at Borrower’s expense Borrowers' expense, subject to the rights of the Lessees, to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before reduce or modify the time of any intended public sale Maximum Credit Limit or of the time after Advance Rates or to modify the terms and conditions upon which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market Lender may be sold immediately by Lender without prior notice willing to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to consider making Advances under the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the likeCredit Facility.
Appears in 1 contract
Samples: Loan and Security Agreement (Bankvest Capital Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default Default, Lender may, in its discretion, charge Borrower the Default Rate on all then outstanding or thereafter incurred Obligations and/or withhold or cease making Advances hereunderunder the Credit Facility, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment unless such Default or protest Event of Default is cured to Lender’s satisfaction or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth waived in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)accordance herewith.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence and during the continuance of an Event of Default, terminate the Credit Facility (it also being understood that the occurrence of any of the Obligations following events or conditions set forth in Sections 8.01(i), (j), (k), (l), (q), or (u) hereof shall automatically cause a termination of the Credit Facility without notice or demand).
(c) Lender will be entitled to take any and all actions to enforce its claims against Borrower to recover the balance of the Indebtedness then due, including being entitled to pursue all remedies provided for by law, equity, or otherwise, and to exercise the warrants of attorney to confess judgment against Borrower contained in this Agreement or the other Loan Documents;
(d) Lender will be entitled to take any and all actions permitted by this Agreement and the other Loan Documents, and/or by law, equity or otherwise;
(e) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration)Default, Lender may, in its discretionwhile it exists, exercise all rights under the UCC and any other applicable Law law or in equity, by contract or otherwise, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession” of or foreclose on the Collateral (including removing from any premises at which same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts) by any available judicial procedure, or without judicial process, and to enter any premises at which any Collateral may be located for the purpose of taking possession ofof or removing the same, send notices regarding and collect notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the Collateralname of Borrower, exercise all rights of a secured party with respect to the Collateral and collect, sxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason, and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or) and may use, at Borrower’s expense, such of Borrower’s personnel, supplies or space as may be necessary to manage such Accounts;
(ii) by its own means or with judicial assistanceThe right to require Borrower, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense expense, to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrower’s information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion;
(iii) The right to reduce or modify the Revolving Loan Commitment, Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Credit Facility or to take additional reserves in the Borrowing Base for any reason; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin sell, assign and deliver all or any violation part of Section 7.1the Collateral and any returned, it being agreed that reclaimed or repossessed merchandise, in the name of Borrower or Lender, or in the name of such other party as Lender may designate, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at Lender’s remedies sole discretion, with or without warranties or representations (including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as Lender in its sole discretion may deem advisable, and Lender may bid or become a purchaser at Law are inadequateany such sale, free from any right of redemption, which right is hereby expressly waived by Borrower. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, Lender shall have the right, at its sole discretion, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as Lender shall deem appropriate.
(cf) Borrower hereby agrees that a notice received by it at least seven ten (710) calendar days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral.
(g) Lender is hereby granted, until the Obligations are paid in full and all obligations of Lender hereunder are terminated, a worldwide license to use, after the occurrence and during the continuance of an Event of Default hereunder. Lender shall have no obligation and without charge, all of Borrower’s labels, trademarks (and associated goodwill), copyrights, patents and advertising matter, and any other form of Intellectual Property, as they pertain to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender mayCollateral, in connection with completing production of, advertising for sale and selling of any sale of the Collateral specifically disclaim any warranties of title or the likeCollateral.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit.
b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan Revolving Credit and declare the Obligations Obligations, immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the Obligations).
(b) c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the i. The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by . By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require . Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the . The right to enjoin any violation of Section 7.1, it being agreed that LenderXxxxxx’s remedies at Law law are inadequate.
(c) Borrower d. Xxxxxxxx hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to LenderXxxxxx’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facility.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence of an Event of Default, terminate the Obligations following Credit Facility.
(c) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession of, send notices regarding and collect directly possession” of the Collateral, and notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the name of the applicable Borrower, exercise all rights of a secured party with respect to the Collateral. and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, or any of them, to an address designated by Lender); or
(ii) by its own means or with judicial assistanceRequire Borrowers at Borrowers’ expense, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrowers’ information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion; or
(iviii) The right to reduce or modify the Revolving Loan Commitment, Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Credit Facility or to take additional reserves against in the Borrowing Base; or
(v) the right to enjoin Base for any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequatereason.
(cd) Borrower Borrowers hereby agrees agree that a notice received by it them at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to BorrowerBorrowers. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Healthessentials Solutions Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, withhold or cease making Advances hereunder, terminate and Term Advances under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facilities.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, terminate the Credit Facilities.
(c) In addition to all other than rights, options and remedies granted or available to Lender under this Agreement or the rights with respect to clause Loan Documents (iv) below each of which Lender may exercise at any time after an Event of Default and regardless of whether there is an accelerationalso then exercisable by Lender), Lender may, in its discretionupon or at any time after the occurrence and during the continuance of an Event of Default, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence and during the continuance of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession of, send notices regarding and collect directly possession” of the Collateral, and notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender, and Lender may, in its own name or in the name of the applicable Borrowers, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, to an address designated by Lender); or
(ii) by its own means or with judicial assistanceRequire Borrowers, enter Borrower’s premises and take possession of the Collateralat Borrowers’ expense, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrowers’ information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion; or
(iviii) The right to reduce or modify the Commitments, the Borrowing Base or any portion thereof, or the Advance Rate, or to modify the terms and conditions upon which Lender may be willing to consider making Loans under the Credit Facilities or to take additional reserves against in the Borrowing Base; or
(v) the right to enjoin Base for any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequatereason.
(cd) Borrower Borrowers hereby agrees agree that a notice received by it at least seven ten (710) days before the time of any intended public sale or of before the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to BorrowerBorrowers. Borrower covenants Borrowers covenant and agrees agree not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Providence Service Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit.
b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(j),(k) or (ml) shall automatically cause an acceleration of the ObligationsObligations (other than any Obligations arising under an Interest Hedging Instrument). Nothing contained herein shall limit the rights of Lender under the terms of any Interest Hedging Instrument.
(b) c. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to any Borrower to an address designated by Lender); or
(ii) by By its own means or with judicial assistance, enter any Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and such Borrower shall not resist or interfere with such action; or
(iii) require Require each Borrower at such Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(c) d. Each Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to such Borrower. Borrower Each Loan Party covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower each Loan Party will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l8.1(kl),(l) or (m) or (n) shall automatically cause an acceleration of the Obligations).
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default Default, Lender may, in its discretion, charge Borrower the Default Rate on all then outstanding or thereafter incurred Obligations and/or withhold or cease making Advances hereunderunder the Credit Facility, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment unless such Default or protest Event of Default is cured to Lender’s satisfaction or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth waived in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)accordance herewith.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence and during the continuance of an Event of Default, terminate the Credit Facility (it also being understood that the occurrence of any of the Obligations following events or conditions set forth in Sections 8.01(i), (j), (k), (l), (q), or (u) hereof shall automatically cause a termination of the Credit Facility without notice or demand).
(c) The Lender will be entitled to take any and all actions to enforce its claims against Xxxxxxxx to recover the balance of the Indebtedness then due, including being entitled to pursue all remedies provided for by law, equity, or otherwise, and to exercise the warrants of attorney to confess judgment against Borrower contained in this Agreement or the other Loan Documents;
(d) The Lender will be entitled to take any and all actions permitted by this Agreement and the other Loan Documents, and/or by law, equity or otherwise;
(e) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration)Default, Lender may, in its discretionwhile it exists, exercise all rights under the UCC and any other applicable Law law or in equity, by contract or otherwise, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession” of or foreclose on the Collateral (including removing from any premises at which same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts) by any available judicial procedure, or without judicial process, and to enter any premises at which any Collateral may be located for the purpose of taking possession ofof or removing the same, send notices regarding and collect notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the Collateralname of Borrower, exercise all rights of a secured party with respect to the Collateral and collect, sue for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason, and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or) and may use, at Borrower’s expense, such of Borrower’s personnel, supplies or space as may be necessary to manage such Accounts;
(ii) by its own means or with judicial assistanceThe right to require Borrower, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense expense, to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrower’s information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion;
(iii) The right to reduce or modify the Revolving Loan Commitment, Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Credit Facility or to take additional reserves in the Borrowing Base for any reason; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin sell, assign and deliver all or any violation part of Section 7.1the Collateral and any returned, it being agreed that reclaimed or repossessed merchandise, in the name of Borrower or Lender, or in the name of such other party as Lender may designate, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at Lender’s remedies sole discretion, with or without warranties or representations (including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as Lender in its sole discretion may deem advisable, and Lender may bid or become a purchaser at Law are inadequateany such sale, free from any right of redemption, which right is hereby expressly waived by Borrower. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, Lender shall have the right, at its sole discretion, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as Lender shall deem appropriate.
(cf) Borrower hereby agrees that a notice received by it at least seven ten (710) calendar days before the time of any intended public sale or of the time after which any private sale or other disposition Disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other dispositionDisposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to LenderXxxxxx’s exercise of its rights and remedies in accordance with the terms of the Loan Documents or Applicable Law with respect to the Collateral.
(g) Lender is hereby granted, until the Obligations are paid in full and all obligations of Lender hereunder are terminated, a worldwide license to use, solely after the occurrence and during the continuance of an Event of Default hereunder. Lender shall have no obligation and without charge, all of Borrower’s labels, trademarks (and associated goodwill), copyrights, patents and advertising matter, and any other form of Intellectual Property, as they pertain to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender mayCollateral, in connection completing production of, advertising for sale and selling of any Collateral in accordance with any sale of the Collateral specifically disclaim any warranties of title terms thereof or the likeapplicable law.
Appears in 1 contract
Samples: Credit Agreement (Enzo Biochem Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its discretion, withhold or cease making Advances hereunder, terminate and Term Advances under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Credit Facilities.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, terminate the Credit Facilities.
(c) In addition to all other than rights, options and remedies granted or available to Lender under this Agreement or the rights with respect to clause Loan Documents (iv) below each of which Lender may exercise at any time after an Event of Default and regardless of whether there is an accelerationalso then exercisable by Lender), Lender may, in its discretionupon or at any time after the occurrence and during the continuance of an Event of Default, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence and during the continuance of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession of, send notices regarding and collect directly possession” of the Collateral, and notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender, and Lender may, in its own name or in the name of the applicable Borrowers, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, to an address designated by Lender); or
(ii) by its own means or with judicial assistanceRequire Borrowers, enter Borrower’s premises and take possession of the Collateralat Borrowers’ expense, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin , which may include providing Lender or any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately entity designated by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.access (either remote or
Appears in 1 contract
Samples: Loan and Security Agreement (Providence Service Corp)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender may, in its discretion, cease making Advances hereunder, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations).
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) the right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Lender); or
(ii) by its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender; or
(iv) take additional reserves against the Borrowing Base; or
(v) the right to enjoin any violation of Section 7.1, it being agreed that Lender’s remedies at Law law are inadequate.
(c) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
Samples: Loan and Security Agreement (Newtek Business Services Inc)
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Default, Lender may, in its discretion, charge Borrowers’ Default Rate on all then outstanding or thereafter incurred Obligations and/or withhold or cease making Advances hereunderRevolving Loans under the Credit Facility, terminate the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment unless such Event of Default is cured to Lender’s satisfaction or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth waived in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)accordance herewith.
(b) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at Law or Lender may, in equityits discretion, upon or at any time after the acceleration occurrence of an Event of Default, terminate the Credit Facility (it also being understood that the occurrence of any of the Obligations following events or conditions set forth in Sections 8.01(i), (j), (k) or (q) hereof shall automatically cause a termination of the Credit Facility without notice or demand).
(c) The Lender will be entitled to take any and all actions to enforce its claims against Borrowers to recover the balance of the Indebtedness then due, including, without limitation, being entitled to pursue all remedies provided for by law, equity, or otherwise, and to exercise the warrants of attorney to confess judgment against Borrowers, or any of them, contained in this Agreement or the other Loan Documents;
(d) The Lender will be entitled to take any and all actions permitted by this Agreement, the other Loan Documents, and/or by law, equity or otherwise;
(e) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence of an Event of Default (other than the rights with respect to clause (iv) below which Lender may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, by contract or otherwise, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to “take possession” of or foreclose on the Collateral (including removing from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts) by any available judicial procedure, or without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession ofof or removing the same, send notices regarding and collect notify all Obligors of Lender’s security interest in the Collateral and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the Collateralname of the applicable Borrower, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its sole and absolute discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including including, without limitation the right to notify limitation, notifying the United States postal authorities to redirect mail addressed to Borrower Borrowers, or any of them, to an address designated by Lender); or) and may use, at Borrowers’ expense, such of the Borrowers’ personnel, supplies or space as may be necessary to manage such Accounts;
(ii) by its own means or with judicial assistanceRequire Borrowers, enter Borrower’s premises and take possession of the Collateralat Borrowers’ expense, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender at any place designated by Lender, which may include providing Lender or any entity designated by Lender with access (either remote or direct) to Borrowers’ information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by Lender in its sole discretion;
(iii) The right to reduce or modify the Revolving Loan Commitment, Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which Lender may be willing to consider making Revolving Loans under the Credit Facility or to take additional Reserves in the Borrowing Base for any reason; or
(iv) take additional reserves against the Borrowing Base; or
(v) the The right to enjoin sell, assign and deliver all or any violation part of Section 7.1the Collateral, it being agreed that in the name of the Borrowers (or any of them) or Lender, or in the name of such other party as Lender may designate, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at Lender’s remedies sole discretion, with or without warranties or representations (including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as Lender in its sole discretion may deem advisable, and Lender may bid or become a purchaser at Law are inadequateany such sale, free from any right of redemption, which right is hereby expressly waived by the Borrowers.
(cf) Borrower Borrowers hereby agrees agree that a notice received by it them at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to BorrowerBorrowers. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
RIGHTS AND REMEDIES ON DEFAULT. (a) In addition to all other rights, options and remedies granted or available to Lender LENDER under this Agreement or the Loan Documents (each of which is also then exercisable by Lender)Documents, or otherwise available at Law law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Lender or Unmatured Event of Default, LENDER may, in its discretion, withhold or cease making Advances hereunder, terminate under the Loan and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 8.1(k),(l) or (m) shall automatically cause an acceleration of the Obligations)Total Facility.
(b) In addition to all other rights, options and remedies granted or available to Lender LENDER under this Agreement or the Loan Documents (each of which is also then exercisable by LenderLENDER), or otherwise available at Law or LENDER may, in equityits discretion, upon or at any time after the acceleration of occurrence and during the Obligations following the occurrence continuance of an Event of Default Default, terminate the Total Facility and accelerate the Acquisition Term Loan.
(c) In addition to all other than rights, options and remedies granted or available to LENDER under this Agreement or the rights with respect to clause Loan Documents (iv) below each of which Lender may exercise is also then exercisable by LENDER), LENDER may, upon or at any time after the occurrence and during the continuance of an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretionDefault, exercise all rights under the UCC and any other applicable Law law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):
(i) Subject to all applicable laws and regulations governing payment of Medicare and Medicaid receivables, the right to "take possession of, send notices regarding and collect directly possession" of the Collateral, and notify all Obligors of LENDER's security interest in the Collateral and require payment under the Accounts to be made directly to LENDER and LENDER may, in its own name or in the name of the applicable BORROWER, exercise all rights of a secured party with respect to the Collateral and collect, xxx for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to LENDER, in its sole and absolute discretion for any reason or without reason and LENDER may do all of the foregoing with or without judicial process (including without limitation the right to notify notifying the United States postal authorities to redirect mail addressed to Borrower BORROWERS, or any of them, to an address designated by LenderLENDER); or
(ii) by its own means or with judicial assistanceRequire BORROWERS at BORROWERS' expense, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or
(iii) require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Lender LENDER at any place designated by LenderLENDER, which may include providing LENDER or any entity designated by LENDER with access (either remote or direct) to BORROWERS' information system for purposes of monitoring, posting payments and rebilling Accounts to the extent deemed desirable by LENDER in its sole discretion; or
(iviii) The right to reduce or modify the Revolving Loan Commitment, the Borrowing Base or any portion thereof or the Advance Rates or to modify the terms and conditions upon which LENDER may be willing to consider making Advances under the Total Facility or to take additional reserves against in the Borrowing Base; or
(v) the right to enjoin Base for any violation of Section 7.1, it being agreed that Lender’s remedies at Law are inadequatereason.
(cd) Borrower BORROWERS hereby agrees agree that a notice received by it them at least seven ten (710) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable Lawlaw, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender LENDER without prior notice to BorrowerBORROWERS. Borrower Each BORROWER covenants and agrees not to interfere with or impose any obstacle to Lender’s LENDER's exercise of its rights and remedies with respect to the Collateral, after the occurrence of an Event of Default hereunder. Lender shall have no obligation to clean up or prepare the Collateral for sale. If Lender sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Lender. Lender may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.
Appears in 1 contract
