RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If an Event of Default shall have occurred and be continuing, the Lender shall have the right (but not the obligation), itself or through any of its agents (including the Borrower), with or without notice to the Borrower (as provided below), as to any or all of the Pledged Assets, by any available judicial procedure, or without judicial process (PROVIDED, HOWEVER, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right to sell, lease, or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processing, either at public or private sale or any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender in its sole discretion may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing or putting the Pledged Assets in saleable or disposable form. The proceeds of any such sale, lease or other disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the reasonable attorneys' fees and legal expenses incurred by the Lender and to the payment of any other amounts required by applicable law. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands ...
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. 46 Section 10.3 EVENTS OF ACCELERATION.............................................................47 Section 10.4 RIGHTS AND REMEDIES ON EVENT OF ACCELERATION.......................................48
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. During the continuance of an Event of Default, Lender shall have the right (i) to accelerate the payment of the principal, interest and charges owing hereunder and (ii) to enforce this Note by exercise of the rights and remedies granted to it by applicable law or under the Transaction Documents.
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Trustee or Lender may, at its option, exercise any one or more of the following rights and remedies:
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) During the continuance of an Event of Default, Lender shall have the right, itself or through any of its agents, with or without notice to Borrower (as provided below), as to any or all of the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Lender shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as Lender, in its reasonable discretion, may deem advisable, and it shall have the right to purchase at any such
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) During the continuance of an Event of Default, Secured Party shall have the right, itself or through any of its agents, with or without notice to Borrower (as provided below), as to any or all of the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Party shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, with or without warranties or representations, and upon such terms and conditions, all as the Secured Party may deem advisable, and the Secured Party shall have the right to purchase at any such sale to the extent permitted by applicable law. Borrower agrees that a notice sent during the continuance of an Event of Default and at least ten (10) 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 reasonable notice of such sale or other disposition. The proceeds of any such sale, or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Secured Party's reasonable attorneys' fees and legal expenses in connection therewith, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Secured Party shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral made in compliance with the requirements of the UCC and other applicable law, the proceeds thereof are insufficient to pay all amounts to which Secured Party is legally entitled, Borrower shall be liable for the deficiency.
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) After any Event of Default shall have occurred and while such Event of Default is continuing, the Majority Note Holders, acting on behalf of the Secured Parties, shall have the right to any or all of the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, the Majority Note Holders, acting on behalf of the Secured Parties, shall have the right to sell or otherwise dispose of the Collateral (subject to applicable state and federal securities laws), either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as Secured Parties, in their sole discretion (as determined by holders of a majority of the outstanding principal amount under the Notes), may deem advisable, and Secured Parties shall have the right to purchase all or any part of the Collateral at any such sale; provided that the Majority Note Holders, acting on behalf of the Secured Parties, shall give Borrower ten (10) days advance notice of such sale. The proceeds of any such sale, or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to reasonable attorneys’ fees and legal expenses for one attorney representing Secured Parties, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds.
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. A. During the continuance of an Event of Default, Secured Parties shall have the right to declare all Obligations to be immediately due and payable and such Secured Parties may exercise any and all rights and remedies hereunder or under applicable law; provided, however, if any Event of Default occurs as a consequence of the commencement of a bankruptcy or other insolvency proceeding by or against Debtor, all of the Obligations shall be automatically and immediately due and payable without further action or demand. Without limiting the generality of the foregoing, Secured Parties shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as Secured Parties, in their sole discretion, may deem advisable, and Secured Parties shall have the right to purchase at any such sale. Debtor agrees that a notice sent at least ten (10) days before the time of any intended public sale or of the time after which any private
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. Upon the occurrence and during the continuation of an Event of Default, (i) Holder shall have all rights and remedies specified herein with respect to an Event of Default, (ii) Holder shall have the right to declare all Outstanding Amounts and other amounts owing by the Maker to the Holder under this Note immediately due and payable in cash if such Event of Default has not been cured (to the extent the Maker has a cure right for such Event of Default pursuant to Section 9.2 of the Purchase Agreement) as set forth in Section 9.2 of the Purchase Agreement; provided, however, if any Event of Default described in Section 9.1(b) of the Purchase Agreement occurs, all Outstanding Amounts and other amounts owing by the Maker to the Purchaser under this Note shall automatically become due and payable in cash without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker; (iii) the rights and remedies specified in the Purchase Agreement shall be available for the benefit of Holder and (iv) Holder shall have all other rights and remedies available to it at law or in equity that apply to a breach of contract. Without limiting the foregoing, even if an Event of Default occurs, Holder reserves the right to exercise the Conversion Right with respect to all or any portion of the Outstanding Amounts in accordance with Section 3.
RIGHTS AND REMEDIES ON EVENT OF DEFAULT. Upon the occurrence and during the continuance of an Event of Default, Lender shall have all the rights of a secured party under the Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies.:
