Common use of Rights of the Bank Clause in Contracts

Rights of the Bank. If an Event of Default shall occur and be continuing and the Bank shall give notice of its intent to exercise such rights to the Company: (i) the Bank shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Secured Obligations in such order as it may determine, and (ii) all shares of the Pledged Stock shall be registered in the name of the Bank or its nominee, and the Bank or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Company or the Bank of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Bank shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. a. The rights of the Bank hereunder shall not be conditioned or contingent upon the pursuit by the Bank of any right or remedy against the Issuer or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Bank. (a) If an Event of Default shall occur and be continuing and the Bank shall give notice of its intent to exercise such rights to the Company: (i) the Bank shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Secured Obligations in such order as it the Bank may determine, and (ii) all shares of the Pledged Stock shall be registered in the name of the Bank or its nominee, and the Bank Bank, or its nominee nominee, after providing Pledgor with prior written notice, may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the any Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the any Issuer, or upon the exercise by the Company Pledgor or the Bank of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Bank shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. a. (b) The rights of the Bank hereunder shall not be conditioned or contingent upon the pursuit by the Bank of any right or remedy against the Issuer or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof therefor or right of offset with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it the Bank be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Bank. If an Event of Default The Bank shall occur and not be continuing and liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing, nor shall the Bank shall give notice of its intent be under any obligation to exercise such rights to the Company: (i) the Bank shall have the right to receive take any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Secured Obligations in such order as it may determine, and (ii) action whatsoever with regard thereto. Any or all shares of the Pledged Stock shall held by the Bank hereunder may, if an Event of Default has occurred and is continuing, without prior notice, be registered in the name of the Bank or its nominee, and the Bank or its nominee may thereafter thereafter, without prior notice, exercise (A) all voting, voting and corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders any corporation issuing any of the Issuer or otherwise shares included in the Pledged Stock and (B) exercise any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such any shares of the Pledged Stock as if it the Bank or its nominee were the absolute owner thereof (thereof, including, without limitation, the right to exchange at its discretion discretion, any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of the Issuer, any corporation issuing any of such shares or upon the exercise by the Company any such issuer or the Bank of any right, privilege or option pertaining to such any shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it. Notwithstanding the foregoing, but the Bank shall have no duty to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. a. The rights of the Bank hereunder shall not be conditioned or contingent upon the pursuit by the Bank of any right or remedy against the Issuer or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Bank. If an Event Upon the occurrence and during the continuance of Default shall occur and be continuing and any Nonpayment as defined in the Bank shall give notice of its intent to exercise such rights to Line Agreement or the Company: (i) Note, the Bank shall have all of the right rights and remedies of a secured party under the Uniform Commercial Code or other applicable law and shall have the right, subject to receive any necessary prior consent of any governmental authority, at any time or times thereafter to sell, resell, assign and deliver all cash dividends paid in respect or any of the Pledged Stock Collateral at public or private sale. Unless the Pledged Collateral is of a type customarily sold on a recognized market, the Bank will give the Pledgor at least 10 days' prior written notice of the time and make application place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made, which notice the Pledgor agrees is reasonable. All such sales shall be at such commercially reasonable price or prices as the Bank shall deem best and either for cash or on credit or for future delivery. At any such sale or sales the Bank may purchase any or all of the Pledged Collateral to be sold thereat upon such terms as the Bank may deem best. Upon any such sale or sales the Pledged Collateral so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity of redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Pledgor. In the event any consent, approval or authorization of any governmental agency will be necessary to effectuate any such sale or sales, the Pledgor shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the Secured payment of all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the Obligations in such order of priority as it may determine, and (ii) all shares of the Pledged Stock shall be registered in the name of the Bank or its nominee, and the Bank or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Company or the Bank of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Bank shall have no duty determine; and any surplus thereafter remaining shall be paid to exercise any such right, privilege the Pledgor or option and shall not be responsible for any failure to do so or delay in so doing. a. The rights of the Bank hereunder shall not be conditioned or contingent upon the pursuit by the Bank of any right or remedy against the Issuer or against any other Person which whoever may be or become liable legally entitled thereto; provided that in respect of all or no event shall the Pledgor be credited with any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part proceeds of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request sale of the Company or any other Person or to take any other action whatsoever with regard to Pledged Collateral until cash payment thereon has actually been received by the Collateral or any part thereofBank.

Rights of the Bank. If The Bank shall not be liable for failure to collect or realize upon the Obligations or any security or guarantee therefor, or any part thereof, or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Collateral held by the Bank may, if an Event of Default shall occur has occurred and be continuing and the Bank shall give notice of its intent to exercise such rights to the Company: (i) the Bank shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Secured Obligations in such order as it may determineis continuing, and (ii) all shares of the Pledged Stock shall be registered in the name of of, or delivered to, the Bank or its nominee, and the Bank or its nominee may thereafter without notice, receive any and all Payments and Redemption Proceeds, exercise (A) all voting, corporate voting and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders any issuer issuing any of the Issuer or otherwise Pledged Collateral and (B) exercise any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such shares any of the Pledged Stock Collateral as if it were the absolute owner thereof (thereof, including, without limitation, the right to exchange exchange, at its discretion discretion, any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of the Issuer, any issuer issuing any of such Pledged Collateral or upon the exercise by the Company any such issuer or the Bank of any right, privilege or option pertaining to such shares any of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Bank shall have no duty to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. a. The rights of the Bank hereunder shall not be conditioned or contingent upon the pursuit by the Bank of any right or remedy against the Issuer or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Bank. If (a) Each Borrower is authorized to collect amounts owing to such Borrower with respect to the Collateral, provided that the Bank may, at any time curtail or terminate said authority upon prior written notice. Any Proceeds, when collected by a Borrower, whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper of any kind whatsoever, or other documents, received as payment in respect of any Collateral, shall, at the option of the Bank upon serving written notice to the Borrower, be promptly deposited by the Borrower in precisely the form received, except for endorsement when required, in a special bank account maintained by the Bank (the "Collateral Proceeds Account"), subject to withdrawal as hereinafter provided, and until so turned over, shall be deemed to be held in trust by the Borrower for and as the Bank's property and shall not be commingled with any of the Borrower's other funds. Such Proceeds, when deposited, shall continue to be Collateral for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. In the event the Bank elects to require a Collateral Proceeds Account, on every Business Day, the Bank shall apply all or any part of the funds on deposit in the Collateral Proceeds Account on account of the principal of and/or interest on the Line of Credit Note and/or the Term Note. For purposes of the preceding sentence, funds shall be deemed on deposit in the Collateral Proceeds Account on the third Business Day after the actual date of deposit of said funds in the Collateral Proceeds Account. The Borrowers shall pay to the Bank a fee on the Collateral Proceeds Account in an amount equal to three (3) days of interest expense on all amounts on deposit in the Collateral Proceeds Account at a fluctuating rate equal to the interest rate set forth in the Line of Credit Note. Such fee shall be payable on the fifteenth (15th) day of each month. (b) The Bank may at any time following the occurrence of an Event of Default Default, notify Account Debtors to the effect that the Accounts Receivable have been assigned to the Bank and that payments shall occur and be continuing and made directly to the Collateral Proceeds Account or as the Bank shall give notice otherwise direct. Upon the request of its intent to exercise the Bank at any time following the occurrence of an Event of Default, the Borrowers will so notify such rights Account Debtors and will indicate on all bills that payments shall be made directly to the Company: Collateral Proceeds Account or as the Bank shall otherwise direct. The Bank may, in its own name or in the name of others, communicate with Account Debtors in order to verify with them, to the Bank's satisfaction, the existence, amount and terms of any Accounts Receivable. (ic) the The Bank shall have the right to receive any and all cash dividends paid in respect make test verifications of the Pledged Stock Accounts Receivable in any manner and make application thereof to the Secured Obligations in such order as through any medium that it may determineconsiders advisable, and the Borrowers agree to furnish all such assistance and information as the Bank may require in connection therewith. (iid) all shares Without limiting any of the Pledged Stock shall be registered in foregoing, at the name option of the Bank or its nomineeupon serving written notice to the Borrowers, and each Borrower agrees to establish a lock-box at the Bank or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares in accordance with the Bank's customary procedures which shall include each Borrower entering into a lock-box agreement in favor of the Pledged Stock at any meeting Bank. (e) The Bank agrees to release the Collateral promptly upon satisfaction of shareholders each of the Issuer or otherwise and following: (Bi) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Company or the Bank of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Bank shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. a. The rights of the Bank hereunder shall not be conditioned or contingent upon the pursuit receipt by the Bank of any right or remedy against the Issuer or against any other Person which may be or become liable a written request therefor from each Borrower; (ii) payment in respect full of all or any part Obligations; (iii) the termination of the Secured Obligations or against Bank's obligation to make any other collateral security therefor, guarantee thereof or right Advances hereunder as provided in Section 2.1 hereof; and (iv) the payment by the Borrowers of offset all reasonable costs and expenses incurred by the Bank in connection with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part such release of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofCollateral.

Rights of the Bank. If Automatically upon the occurrence of an Event of Default shall occur and be continuing and under clause (ix) or (x) of the Bank shall give notice definition of its intent to exercise such rights to Event of Default in the Company: Loan Agreement, (i) the Bank shall have the right to receive any entire unpaid principal balance hereof, and all cash dividends paid in respect of accrued interest and fees, if any, thereon, and all other amounts payable by the Pledged Stock and make application thereof Borrower to the Secured Obligations in such order as it may determineBank, under the Loan Documents or otherwise, shall immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived, (ii) all shares of the Pledged Stock shall be registered in the name of the Bank may proceed to protect and enforce its rights, at law, in equity, or its nomineeotherwise, against the obligations to the Bank, either jointly or severally, under any agreement between the Borrower and the Bank or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares agreement between any guarantor or endorser of the Pledged Stock at any meeting of shareholders of Borrower’s obligations to the Issuer or otherwise Bank and (Biii) the Bank’s Line of Credit Commitment to make further Advances under this Agreement, or any and all rights of conversion, exchange, subscription and commitment to make loans under any other rightsagreement with the Borrower, privileges or options pertaining to such shares of shall immediately cease and terminate. At the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Company or the Bank of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Bank shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. a. The rights election of the Bank hereunder shall not be conditioned or contingent upon the pursuit occurrence of any Event of Default other than under clause (ix) or (x) of the definition of Event of Default in the Loan Agreement, (i) the entire unpaid principal balance hereof, and accrued interest and fees, if any, thereon, and all other amounts payable by the Borrower to the Bank, under the Loan Documents or otherwise, shall immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived, (ii) the Bank may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the obligations to the Bank, either jointly or severally, and/or (iii) the Bank’s Line of Credit Commitment to make further Advances under the Loan Agreement, or any commitment to make loans under any other agreement with the Borrower, shall immediately cease and terminate. During the existence of any right Event of Default, interest shall accrue at a rate of 2.0% per annum above the contractual rate set forth herein until all amounts due under this Note are paid. Interest shall continue to accrue after entry of judgment by confession or remedy against otherwise at the Issuer or against any other Person which may be or become liable in respect of contractual interest rate until all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Bank shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be sums due under this Note and under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofjudgment are paid.