RIGHTS AND REMEDIES UPON ACCELERATION EVENT. (a) Subject to the rights and remedies of the holders of Previously Granted Security Interests, upon and after an Acceleration Event, Lender shall have the following rights and remedies in addition to any rights and remedies set forth elsewhere in this Agreement, all of which may be exercised with or, if allowed by law, without notice to Borrower: (i) All of the rights and remedies of a secured party under Article 9 of the UCC and the Uniform Commercial Code of any other state or jurisdiction where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement or the New Note; (ii) The right to foreclose the Security Interest by any available judicial procedure or without judicial process; (iii) The right to: (A) enter upon the premises of Borrower through self-help and without judicial process, without first obtaining a final judgment or giving Borrower notice and opportunity for a hearing on the validity of Lender's claim and without any obligation to pay rent to Borrower, or any other place or places where any Collateral is located and kept, and remove the Collateral from such premises to the premises of Lender or any agent of Lender, for such time as Lender may desire, in order effectively to collect or liquidate the Collateral, and/or (B) require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender that is reasonably convenient to both parties; (iv) The right to: (A) demand payment of any Accounts; (B) enforce payment of Accounts, by legal proceedings or otherwise; (C) exercise all of Borrower’s rights and remedies with respect to the collection of the Accounts; (D) settle, adjust, compromise, extend or renew the Accounts; (E) settle, adjust or compromise any legal proceedings brought to collect the Accounts; (F) if permitted by applicable law, sell or assign the Accounts upon such terms, for such amounts and at such time or times as Lender deems advisable; (G) discharge and release the Accounts; (H) take control, in any manner, of any item of payment or proceeds referred to in section 4; (I) prepare, file and sign Borrower’s name on a Proof of Claim in bankruptcy or similar document against any Account Debtor; (J) prepare, file and sign Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral; (K) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory; (L) use Borrower’s stationery for verifications of the Collateral and notices thereof to Account Debtors; (M) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral to which Borrower has access; and/or (N) do all acts and things and execute all documents necessary, in Lender's sole discretion, to collect the Accounts; and (v) Borrower acknowledges that Lender has no obligation to preserve rights to the Collateral against prior parties or to marshal any Collateral for the benefit of any person or entity. (b) The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied first to the expenses (including all attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Secured Obligations. Any sale or other disposition of the Collateral and the possession of the Collateral by Lender shall be in compliance with all provisions of applicable law (including applicable provisions of the UCC). Borrower shall be liable to Lender, and shall pay to Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of the Collateral. Lender shall remit to Borrower or other party entitled thereto any surplus remaining after all Secured Obligations and any other obligations of Borrower to Lender under this Agreement have been fully satisfied.
Appears in 2 contracts
Samples: Security Agreement (Compliance Systems Corp), Security Agreement (Compliance Systems Corp)
RIGHTS AND REMEDIES UPON ACCELERATION EVENT. (a) Subject to Upon the rights occurrence of ------------------------------------------- and remedies during the continuation of an Event of Default, the holders of Previously Granted Security Interests, upon and after an Acceleration Event, Lender Agent shall have the following rights and remedies on behalf of the Secured Parties in addition to any rights and remedies set forth elsewhere in this Agreement, all of which may be exercised with or, if allowed permitted by law, without notice to Borrowerthe Assignor:
(ia) All of the rights and remedies of a secured party under Article 9 of the UCC and the Uniform Commercial Code of any other state or jurisdiction where such rights and remedies are asserted, or under other applicable lawUCC, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement, the Credit Agreement or the New Note;
(ii) The right to foreclose the Security Interest by any available judicial procedure or without judicial process;
(iii) The right to:
(A) enter upon the premises of Borrower through self-help and without judicial process, without first obtaining a final judgment or giving Borrower notice and opportunity for a hearing on the validity of Lender's claim and without any obligation to pay rent to Borrower, or any other place or places where any Collateral is located and kept, and remove the Collateral from such premises to the premises of Lender or any agent of Lender, for such time as Lender may desire, in order effectively to collect or liquidate the Collateral, and/or
(B) require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender that is reasonably convenient to both partiesLoan Document;
(iv) The right to:
(A) demand payment of any Accounts;
(B) enforce payment of Accounts, by legal proceedings or otherwise;
(C) exercise all of Borrower’s rights and remedies with respect to the collection of the Accounts;
(D) settle, adjust, compromise, extend or renew the Accounts;
(E) settle, adjust or compromise any legal proceedings brought to collect the Accounts;
(F) if permitted by applicable law, sell or assign the Accounts upon such terms, for such amounts and at such time or times as Lender deems advisable;
(G) discharge and release the Accounts;
(H) take control, in any manner, of any item of payment or proceeds referred to in section 4;
(I) prepare, file and sign Borrower’s name on a Proof of Claim in bankruptcy or similar document against any Account Debtor;
(J) prepare, file and sign Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral;
(K) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory;
(L) use Borrower’s stationery for verifications of the Collateral and notices thereof to Account Debtors;
(M) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral to which Borrower has access; and/or
(N) do all acts and things and execute all documents necessary, in Lender's sole discretion, to collect the Accounts; and
(v) Borrower acknowledges that Lender has no obligation to preserve rights to the Collateral against prior parties or to marshal any Collateral for the benefit of any person or entity.
(b) The net cash proceeds resulting from right to complete the collection, liquidation, sale, lease or other disposition Absolute Assignment and to have all payments receivable by the Assignor under the Collateral remitted directly to the Agent for the benefit of the Collateral shall Secured Parties to be applied first on account of the Secured Obligations in the manner set forth in Section 10.5 ------------ of the Credit Agreement. The Agent, as a result of the Absolute Assignment, shall have all rights and privileges of the Assignor granted by the License Agreement, or by law with respect to the expenses License Agreement, and in the event of any default in payment or performance by the other party or parties to the License Agreement, the Agent on behalf of the Secured Parties may enforce and pursue all remedies which would otherwise then be available to such Assignor.
(including all attorneys' feesc) The right to sell, assign and deliver or collect the whole or part of retakingany of the Collateral, holdingor any substitute therefor or any addition thereto, storingin one or more sales, processing with or without any previous demands or demand of performance or, to the extent permitted by law, notice or advertisement, in such order as the Agent may elect; and preparing any such sale may be made either at public or private sale at the Agent's place of business or elsewhere, either for salecash or upon credit or for future delivery, selling, collecting, liquidating at such price as the Agent may reasonably deem fair; and the like, Agent may be the purchaser of any or all Collateral so sold and then to hold the satisfaction same thereafter in its own right free from any claim of all Secured Obligationsthe Assignor or right of redemption. Any The proceeds of any sale or other disposition of the Collateral and the possession all or any part of the Collateral Collateral, after payment of all costs and expenses thereof, including reasonable attorneys' fees, may be applied by Lender shall be in compliance with all provisions the Agent to the then outstanding balance of applicable law (including applicable provisions any of the UCC)Secured Obligations. The Borrower shall be liable to Lender, and shall pay to Lender on demand for any deficiency which may remain after such sale, disposition, collection or liquidation remaining under the Secured Obligations in the manner set forth in Section 10.5 of the Credit Agreement. Nothing ------------ contained in any of the Collateral, including the words of endorsement or assignment "with recourse" or "without recourse" shall be deemed to diminish or relieve the makers thereof or obligors thereunder of its or their obligations to pay each of the License Agreements in full as required by its terms and the terms hereof. Lender The rights, powers and remedies given to the Agent for the benefit of the Secured Parties by this Agreement shall remit be in addition to Borrower all rights, powers and remedies given to any Secured Party by virtue of any statute or other party entitled thereto rule of law. Any forbearance or failure or delay by the Agent in exercising any surplus remaining after all Secured Obligations right, power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, and any other obligations single or partial exercise of Borrower to Lender under this Agreement have been fully satisfiedany right, power or remedy hereunder shall not preclude the further exercise thereof; and every right, power and remedy of the Secured Parties shall continue in full force and effect until such right, power or remedy is specifically waived by the Required Lenders by an instrument in writing.
Appears in 1 contract
RIGHTS AND REMEDIES UPON ACCELERATION EVENT. (a) Subject to the rights and remedies of the holders of Previously Granted Security Interests, upon Upon and after an Acceleration Event, Lender the Agent shall have the following rights and remedies on behalf of the Lenders in addition to any rights and remedies set forth elsewhere in this Agreement, all of which may be exercised with or, if allowed by law, without notice to Borrowera Grantor:
(ia) All of the rights and remedies of a secured party under Article 9 of the UCC and the Uniform Commercial Code of any other the state or jurisdiction where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement, the Guaranty Agreement or the New Noteany other Loan Document;
(iib) The right to foreclose the Security Interest Liens and security instruments created under this Agreement by any available judicial procedure or without judicial process;
(iiic) The right to:
to (Ai) enter upon the premises of Borrower a Grantor through self-help and without judicial process, without first obtaining a final judgment or giving Borrower such Grantor notice and opportunity for a hearing on the validity of Lenderthe Agent's claim and without any obligation to pay rent to Borrowersuch Grantor, or any other place or places where any Collateral is located and kept, and remove the Collateral from such premises therefrom to the premises of Lender the Agent or any agent of Lenderthe Agent, for such time as Lender the Agent may desire, in order effectively to collect or liquidate the Collateral, and/or
and/or (Bii) require Borrower such Grantor to assemble the Collateral and make it available to Lender the Agent at a place to be designated by Lender the Agent that is reasonably convenient to both parties;
(ivd) The right to:
to (Ai) demand payment of any the Accounts;
; (Bii) enforce payment of the Accounts, by legal proceedings or otherwise;
; (Ciii) exercise all of Borrower’s a Grantor's rights and remedies with respect to the collection of the Accounts;
; (Div) settle, adjust, compromise, extend or renew the Accounts;
; (Ev) settle, adjust or compromise any legal proceedings brought to collect the Accounts;
; (Fvi) if permitted by applicable law, sell or assign the Accounts upon such terms, for such amounts and at such time or times as Lender the Agent deems advisable;
; (Gvii) discharge and release the Accounts;
; (Hviii) take control, in any manner, of any item of payment or proceeds referred to in section 4;
Section 4 above; (Iix) prepare, file and sign Borrower’s a Grantor's name on a Proof of Claim in bankruptcy or similar document against any Account Debtor;
; (Jx) prepare, file and sign Borrower’s a Grantor's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral;
Accounts; (Kxi) endorse the name of Borrower a Grantor upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory;
; (Lxii) use Borrower’s a Grantor's stationery for verifications of the Collateral Accounts and notices thereof to Account Debtors;
; (Mxiii) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral to which Borrower a Grantor has access; and/or
and (Nxiv) do all acts and things and execute all documents necessary, in LenderAgent's sole discretion, to collect the Accounts; and
(ve) Borrower acknowledges The right to sell, assign, lease or to otherwise dispose of all or any Collateral in its then existing condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, with or without representations and warranties, all as the Agent, in its sole discretion, may deem advisable. The Agent shall have the right to conduct such sales on a Grantor's premises or elsewhere and shall have the right to use a Grantor's premises without charge for such sales for such time or times as the Agent may see fit. The Agent may, if it deems it reasonable, postpone or adjourn any sale of the Col lateral from time to time by an announcement at the time and place of such postponed or adjourned sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that Lender the Agent has no obligation to preserve rights to the Collateral against prior parties or to marshal xxxxxxxx any Collateral for the benefit of any person Person. The Agent is hereby granted a license or entity.
other right to use, without charge, each Grantor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and a Grantor's rights under any license and any franchise agreement shall inure to the Agent's benefit. If any of the Collateral shall require repairs, maintenance, preparation or the like, or is in process or other unfinished state, the Agent shall have the right, but shall not be obligated, to perform such repairs, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such saleable form as the Agent shall deem appropriate, but the Agent shall have the right to sell or dispose of the Collateral without such processing. In addition, each Grantor agrees that in the event notice is necessary under applicable law, written notice mailed to such Grantor in the manner specified herein seven (b7) days prior to the date of public sale of any of the Collateral or prior to the date after which any private sale or other disposition of the Collateral will be made shall constitute commercially reasonable notice to such Grantor. All notice is hereby waived with respect to any of the Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market. The Agent may purchase all or any part of the Collateral at public or, if permitted by law, private sale, free from any right of redemption which is hereby expressly waived by such Grantor and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured Obligations. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied first to the expenses (including all attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Secured Obligations. Any sale or other disposition of the Collateral and the possession of thereof by the Collateral by Lender Agent shall be in compliance with all provisions of applicable law (including applicable provisions of the UCCUniform Commercial Code). Borrower Each Grantor shall be liable to Lenderthe Agent, for the benefit of the Lenders, and shall pay to Lender the Agent, for the benefit of the Lenders, on demand any deficiency which may remain after such sale, disposition, collection or liquidation of the Collateral. Lender The Agent shall remit to Borrower such Grantor or other party Person entitled thereto any surplus remaining after all Secured Obligations and any other obligations of Borrower to Lender under this Agreement have has been fully satisfiedterminated in accordance with Section 27 hereof.
Appears in 1 contract
Samples: Credit Agreement (Bec Group Inc)
RIGHTS AND REMEDIES UPON ACCELERATION EVENT. (a) Subject to the rights and remedies of the holders of Previously Granted Security Interests, upon Upon and after an Acceleration Event, the Lender shall have the following rights and remedies in addition to any rights and remedies set forth elsewhere in this Agreement, all of which may be exercised with or, if allowed by law, without notice to Borrower:
(ia) All of the rights and remedies of a secured party under Article 9 of the UCC and the Uniform Commercial Code of any other the state or jurisdiction where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement Agreement, the Note, or the New NoteGuaranty by Compliance Systems Corporation in favor of Lender dated as of September ___, 2006 (the “Guaranty Agreement”);
(iib) The right to foreclose the Security Interest Liens and security instruments created under this Agreement by any available judicial procedure or without judicial process;
(iiic) The right to:
to (Ai) enter upon the premises of the Borrower through self-help and without judicial process, without first obtaining a final judgment or giving Borrower notice and opportunity for a hearing on the validity of the Lender's claim and without any obligation to pay rent to Borrower, or any other place or places where any Collateral is located and kept, and remove the Collateral from such premises therefrom to the premises of the Lender or any agent of the Lender, for such time as the Lender may desire, in order effectively to collect or liquidate the Collateral, and/or
and/or (Bii) require Borrower to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties;
(ivd) The right to:
to (Ai) demand payment of any the Accounts;
; (Bii) enforce payment of the Accounts, by legal proceedings or otherwise;
; (Ciii) exercise all of a Borrower’s 's rights and remedies with respect to the collection of the Accounts;
; (Div) settle, adjust, compromise, extend or renew the Accounts;
; (Ev) settle, adjust or compromise any legal proceedings brought to collect the Accounts;
; (Fvi) if permitted by applicable law, sell or assign the Accounts upon such terms, for such amounts and at such time or times as the Lender deems advisable;
; (Gvii) discharge and release the Accounts;
; (Hviii) take control, in any manner, of any item of payment or proceeds referred to in section 4;
Section 4 above; (Iix) prepare, file and sign Borrower’s 's name on a Proof of Claim in bankruptcy or similar document against any Account Debtor;
; (Jx) prepare, file and sign Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral;
Accounts; (Kxi) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory;
; (Lxii) use Borrower’s 's stationery for verifications of the Collateral Accounts and notices thereof to Account Debtors;
; (Mxiii) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral to which Borrower has access; and/or
and (Nxiv) do all acts and things and execute all documents necessary, in Lender's sole discretion, to collect the Accounts; and
(ve) Borrower acknowledges agrees that the Lender has no obligation to preserve rights to the Collateral against prior parties or to marshal xxxxxxxx any Collateral for the benefit of any person or entity.
(b) Person. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied first to the expenses (including all attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Secured Obligations. Any sale or other disposition of the Collateral and the possession of thereof by the Collateral by Lender shall be in compliance with all provisions of applicable law (including applicable provisions of the UCCUniform Commercial Code). Borrower shall be liable to the Lender, and shall pay to the Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of the Collateral. The Lender shall remit to Borrower or other party entitled thereto any surplus remaining after all Secured Obligations and any other obligations of Borrower to Lender under this Agreement have has been fully satisfiedterminated in accordance with Section 22 hereof.
Appears in 1 contract
RIGHTS AND REMEDIES UPON ACCELERATION EVENT. (a) Subject to Upon and during the rights and remedies continuation of the holders of Previously Granted Security Interests, upon and after an Acceleration Event, Lender the Agent shall have the following rights and remedies on behalf of the Lenders in addition to any rights and remedies set forth elsewhere in this Agreement, all of which may be exercised with or, if allowed by law, without notice to Borrower:
(i) a Grantor: All of the rights and remedies of a secured party under Article 9 of the UCC and the Uniform Commercial Code of any other the state or jurisdiction where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement, the Facility Guaranty, the Credit Agreement or the New Note;
(ii) any other Loan Document; The right to foreclose the Security Interest Liens and security instruments created under this Agreement by any available judicial procedure or without judicial process;
(iii) ; The right to:
to (Ai) enter upon the premises of Borrower a Grantor through self-help and without judicial process, without first obtaining a final judgment or giving Borrower such Grantor notice and opportunity for a hearing on the validity of Lenderthe Agent's claim and without any obligation to pay rent to Borrowersuch Grantor, or any other place or places where any Collateral is located and kept, and remove the Collateral from such premises therefrom to the premises of Lender the Agent or any agent of Lenderthe Agent, for such time as Lender the Agent may desire, in order effectively to collect or liquidate the Collateral, and/or
and/or (Bii) require Borrower such Grantor to assemble the Collateral and make it available to Lender the Agent at a place to be designated by Lender the Agent that is reasonably convenient to both parties;
(iv) ; 213 The right to:
(A) demand payment to sell, assign, lease or to otherwise dispose of all or any Accounts;
(B) enforce payment of AccountsCollateral in its then existing condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by legal proceedings or otherwise;
(C) exercise all of Borrower’s rights and remedies with respect to the collection of the Accounts;
(D) settle, adjust, compromise, extend or renew the Accounts;
(E) settle, adjust or compromise any legal proceedings brought to collect the Accounts;
(F) if permitted by applicable law, sell in lots or assign the Accounts upon such termsin bulk, for cash or on credit, with or without representations and warranties, all as the Agent, in its sole discretion, may deem advisable. The Agent shall have the right to conduct such amounts sales on a Grantor's premises or elsewhere and at shall have the right to use a Grantor's premises without charge for such sales for such time or times as Lender the Agent may see fit. The Agent may, if it deems advisable;
(G) discharge and release the Accounts;
(H) take controlit reasonable, in postpone or adjourn any manner, of any item of payment or proceeds referred to in section 4;
(I) prepare, file and sign Borrower’s name on a Proof of Claim in bankruptcy or similar document against any Account Debtor;
(J) prepare, file and sign Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral;
(K) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory;
(L) use Borrower’s stationery for verifications sale of the Collateral from time to time by an announcement at the time and notices thereof to Account Debtors;
(M) use place of such postponed or adjourned sale, and such sale may, without further notice, be made at the information recorded on or contained in any data processing equipment time and computer hardware and software relating to any Collateral place to which Borrower has access; and/or
(N) do all acts and things and execute all documents necessary, in Lender's sole discretion, to collect it was so adjourned. Each Grantor agrees that the Accounts; and
(v) Borrower acknowledges that Lender Agent has no obligation to preserve rights to the Collateral against prior parties or to marshal any marsxxxx xxx Collateral for the benefit of any person Person. The Agent is hereby granted a license or entity.
other right to use, without charge, each Grantor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and a Grantor's rights under any license and any franchise agreement shall inure to the Agent's benefit. If any of the Collateral shall require repairs, maintenance, preparation or the like, or is in process or other unfinished state, the Agent shall have the right, but shall not be obligated, to perform such repairs, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such saleable form as the Agent shall deem appropriate, but the Agent shall have the right to sell or dispose of the Collateral without such processing. In addition, each Grantor agrees that in the event notice is necessary under applicable law, written notice sent to such Grantor by overnight courier in the manner specified herein ten (b10) days prior to the date of public sale of any of the Collateral or prior to the date after which any private sale or other disposition of the Collateral will be made shall constitute commercially reasonable notice to such Grantor. All notice is hereby waived with respect to any of the Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market. The Agent may purchase all or any part of the Collateral at public or, if permitted by law, private sale, free from any right of redemption which is hereby expressly waived by such Grantor and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured Obligations. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied first to the expenses (including all attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Secured ObligationsObligations in accordance with Section 11.5 of the Credit Agreement. Any sale or other disposition of the Collateral and the possession of thereof by the Collateral by Lender Agent shall be in compliance with all provisions of applicable law (including applicable provisions of the UCCUniform Commercial Code). Borrower Each Grantor shall be liable to Lender, the Secured Parties and shall pay to Lender the Secured Parties, on demand any deficiency which may remain after such sale, disposition, collection or liquidation of the Collateral. Lender The Agent shall remit to Borrower such Grantor or other party Person entitled thereto any surplus remaining after this Agreement has been terminated in accordance with Section 27 hereof. _ Anti-Marshalling Provisions. The right is hereby given by each Grantor to the Agent, for the benefit of the Lenders, to make releases (whether in whole or in part) of all or any part of the Collateral agreeable to the Agent without notice to, or the consent, approval or agreement of other parties and interests, including junior lienors, which releases shall not impair in any manner the validity of or priority of the Liens and security interests in the remaining Collateral conferred under such documents, nor release such Grantor from personal liability for the Secured Obligations and hereby secured. Notwithstanding the existence of any other obligations security interest in the Collateral held by the Agent, for the benefit of Borrower the Lenders, the Agent shall have the right to Lender determine the order in which any or all of the Collateral shall be subjected to the remedies provided in this Agreement. The proceeds realized upon the exercise of the remedies provided herein shall be applied by the Agent, for the benefit of the Lenders, in the manner herein provided. Each Grantor hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein. _ Appointment of Agent as a Grantor's Lawful Attorney. Without limitation of any other provision of this Agreement, upon and after an Acceleration Event, each Grantor irrevocably designates, makes, constitutes and appoints the Agent (and all Persons designated by the Agent), for the benefit of the Lenders, as such Grantor's true and lawful attorney (and agent-in-fact) to take all actions and to do all things required to be taken or done by such Grantor under this Agreement. All acts of the Agent or its designee taken pursuant to this Section 15 are hereby ratified and confirmed and the Agent or its designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or law, other than as a result of its gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable by such Grantor until this Agreement have has been fully satisfiedterminated in accordance with Section 27 hereof.
Appears in 1 contract
