Secured Party's Rights. The Debtor agrees that when any Event of ---------------------- Default has occurred and is continuing hereunder, the Secured Party shall have the rights, options and remedies of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order: (a) Subject to the rights of the lessees under the Leases, the Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action); (b) Subject to the rights of the lessees under the Leases, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale; (c) Subject to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and (d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured Party.
Appears in 1 contract
Secured Party's Rights. The Debtor agrees (a) This Agreement, Secured Party’s rights hereunder or the Secured Indebtedness may be assigned by Secured Party, at any time and from time to time, and in any such case the assignee shall be entitled to all of the rights, privileges and remedies granted in this Agreement to Secured Party; provided, however, that when any prior to the time an Event of ---------------------- Default has occurred and is continuing hereunderoccurred, the Secured Party shall have the rights, options and remedies of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether not make any such Code or a law similar thereto has been enacted assignment to any party in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order:
(a) Subject to the rights of the lessees under the Leases, the Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter or similar business to that of any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);.
(b) Subject to the rights of senior lenders, each Debtor hereby appoints the lessees under Secured Party as its true and lawful attorney, with full power of substitution, for the Leasespurpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Secured Party may deem necessary or advisable to accomplish the purposes hereof. The power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable, shall survive any reorganization, consolidation, merger, sale, dissolution, liquidation or other termination of such Debtor, shall be binding upon all heirs, legal representatives, successors and assigns of such Debtor, and shall inure to the benefit of Secured Party and its successors and assigns. If an Event of Default shall occur, without limiting the generality of the foregoing, Secured Party shall have the right (subject to compliance with receive, collect and endorse all checks made payable to any mandatory legal requirements), either with Debtor or without taking possession and either before or after taking possession, and without instituting its order representing any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, proceeds in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location respect of the Collateral or any part thereof) designated in the notice referred thereof and to above; provided that give full discharge therefor. If an Event of Default shall occur, Secured Party may, but is not obligated to, exercise at any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned time and from time to time all or any of the rights of any Debtor including, but not limited to, the following powers, with respect to all or any of the Collateral:
(i) to demand, sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by announcement at virtue thereof;
(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper taken or received by Secured Party in connection therewith;
(iii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;
(iv) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof or the relative goods, as fully and effectually as if Secured Party were the absolute owner thereof; and
(v) to extend the time of payment of any or all thereof and place appointed to make any allowance and other adjustments with reference thereto, including without limitation, arrangement for such sale or salespayment in installments, other modifications of the payment terms thereof, or release thereof; provided, however, that the exercise by Secured Party of or failure to so exercise any such authority shall in no manner affect or discharge any Debtor’s liability to Secured Party hereunder or under the Note or under any other instrument evidencing or securing any of the Secured Indebtedness; provided, further, Secured Party shall be under no obligation, responsibility or duty to exercise any of the powers hereby conferred upon it and it shall be without liability for any act or failure to act in connection with any of the Collateral. Secured Party shall not be required to take any steps necessary to preserve the rights of the Collateral, except as required by law. If an Event of Default shall occur, Secured Party shall at all times have the right to apply the proceeds of any of the accounts or other property in which Secured Party has been granted a Security Interest herein towards payment of the Note and other Secured Indebtedness immediately upon receipt or collection of such adjourned sale or sales, without further published notice, and the Debtor, the proceeds.
(c) Secured Party or any of their Affiliatesits employees, agents or representatives may bid and become the purchaser enter upon any Debtor’s premises at any reasonable time to inspect such sale;
(c) Subject Debtor’s records pertaining to the rights of the lessees under the Leases, the Secured Party may proceed to protect Collateral and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings Debtor shall assist such parties in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; andmaking such inspections.
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rightsexecute, privileges and remedies of the Debtor under the Lease Documentssign, and may exercise all such rights and remedies either endorse, transfer or deliver in the name of the Secured Party any Debtor notes, checks, drafts or in the name of the Debtor, or both, other instruments for the use payment of money and benefit receipts, certificates of origin, applications for certificates of title or any other documents necessary to evidence, perfect or realize upon the Secured Partysecurity interest and obligations created by this Agreement.
Appears in 1 contract
Secured Party's Rights. (a) While this Agreement is in effect the Debtor shall have no right to make withdrawal from the Deposit Account, except as otherwise provided herein and in the other Loan Documents, and the Secured Party shall retain all rights to possession of the Collateral, together with any evidence of the Collateral, such as certificates or passbooks. Secured Party shall exercise reasonable care in the physical custody of any certificate or passbook, but shall have no other obligation to protect or maintain the Collateral or its value. Without limitation, Secured Party shall have no responsibility to collect or protect income on the Collateral, to protect any rights against the issuers of the Collateral, to ascertain maturities or exchanges of the Collateral, or to inform the Debtor regarding any of the foregoing. Secured Party may take, in its sole discretion, any action on Debtor’s behalf, to maintain or preserve title to the Collateral; any amounts expended by Secured Party in taking such action will be payable by Debtor and will be secured by this Agreement.
(b) Debtor hereby irrevocably appoints Secured Party as its true and lawful attorney-in-fact, with full power of substitution, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments necessary or useful to accomplish the purposes of this Agreement. This power is given as security for the Obligations and shall remain in full force and effect until this Agreement is terminated.
(c) From time to time as required by Section 2.11 of the Loan Agreement, Secured Party shall transfer certain of the funds on deposit in the Deposit Account to the Debtor in connection with an Excess Collateral Amount Event as and when specified in Section 2.11 of the Loan Agreement. The Debtor agrees that when any Event of ---------------------- Default has occurred and is continuing Collateral so transferred shall no longer be Collateral hereunder, the pledge and security interest contemplated hereby shall terminate as to such transferred funds and the Secured Party shall have the rights, options and remedies of no rights as a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order:
(a) Subject party with respect to the rights of the lessees under the Leases, the Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice Collateral transferred to the Debtor of such action);
(b) Subject pursuant to the rights section 2.11 of the lessees under the Leases, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured PartyLoan Agreement.
Appears in 1 contract
Secured Party's Rights. The Debtor agrees that when Secured Party may, at any time upon and after an Event of ---------------------- Default has occurred and during the continuation thereof, at its option and, whether or not the Obligations are due, without notice or demand on any Debtor, take the following actions with respect to the Collateral:
5.1.1 with respect to any Accounts (i) notify account debtors of the security interest of the Secured Party in such Accounts and that payment thereof is continuing hereunderto be made directly to the Secured Party; (ii) demand, collect, and provide receipt for any amounts relating thereto, as the Secured Party may determine; (iii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof; (iv) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (v) receive, open and dispose of mail addressed to any Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of any Debtor; and (vi) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes; and
5.1.2 with respect to any equipment and inventory (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Liens at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve any Debtor of its obligation to make such expenditures. Except as otherwise provided herein, the Secured Party shall have the rights, options and remedies of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order:
(a) Subject no duty as to the rights of the lessees under the Leases, the Secured Party, personally collection or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leases, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location protection of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject nor as to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance preservation of any covenant or agreement herein contained or in execution or aid rights pertaining thereto, beyond the safe custody of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to Collateral in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured Partyits possession.
Appears in 1 contract
Secured Party's Rights. The Debtor agrees that when If at any time (1) a Relevant Event of ---------------------- Default or Specified Condition with respect to the Chargor has occurred and is continuing hereunderor (2) an Early Termination Date has occurred or been designated under the Agreement as the result of an Event of Default or Specified Condition with respect to the Chargor, then, unless the Chargor has paid in full all of its Obligations that are then due:
(i) the Secured Party shall, without prior notice to the Chargor, be entitled to put into force and to exercise immediately or as and when it may see fit any and every power possessed by the Secured Party by virtue of this Deed or available to a secured creditor (so that section 93 and section 103 of the Law of Property Act 1925 shall not apply to this Deed) and in particular (but without limitation) the Secured Party shall have power in respect of Posted Collateral other than in the rightsform of cash:
(A) to sell all or any of the Posted Collateral in any manner permitted by law upon such terms as the Secured Party shall in its absolute discretion determine; and
(B) to collect, options recover or compromise and remedies to give a good discharge for any moneys payable to the Chargor in respect of a secured partyany of the Posted Collateral;
(ii) the Secured Party may in respect of Posted Collateral in the form of cash immediately or at any subsequent time, without prior notice to the Chargor:
(A) apply or appropriate the Posted Collateral in or towards the payment or discharge of any amounts payable by the Chargor with respect to any Obligation in such order as the Secured Party sees fit; or
(B) set off all or any part of any amounts payable by the Chargor with respect to any Obligation against any obligation of the Secured Party to repay any amount to the Chargor in respect of the Posted Collateral; or
(C) debit any account of the Chargor (whether sole or joint) with the Secured Party at any of its offices anywhere (including an account opened specially for that purpose) with all or any part of any amounts payable by the Chargor with respect to any Obligation from time to time; or
(D) combine or consolidate any account in the name of the Chargor (whether sole or joint) in any currency at any of the Secured Party’s offices anywhere with the account relating to the Posted Collateral; and for the purposes of this Paragraph 8(a)(ii) the Secured Party shall be entitled:
(X) to make any currency conversions or effect any transaction in currencies which it thinks fit, and to do so at such times and rates as it thinks proper;
(Y) to effect any transfers between, or entries on, any of the Debtor shall have Chargor ’s accounts with the duties of a debtor, under the Uniform Commercial Code of New York Secured Party as it thinks proper; and
(regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are assertediii) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the other rights and remedies hereinafter set forth, in any order:
(a) Subject available to the rights of the lessees under the Leases, the Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leasesterms of Other Posted Support, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured Partyif any.
Appears in 1 contract
Secured Party's Rights. The Debtor agrees that when If at any time (1) a Relevant Event of ---------------------- Default or Specified Condition with respect to the Chargor has occurred and is continuing hereunderor (2) an Early Termination Date has occurred or been designated under the Agreement as the result of an Event of Default or Specified Condition with respect to the Chargor, then, unless the Chargor has paid in full all of its Obligations that are then due:
(i) the Secured Party shall, without prior notice to the Chargor, be entitled to put into force and to exercise immediately or as and when it may see fit any and every power possessed by the Secured Party by virtue of this Deed or available to a secured creditor (so that section 93 and section 103 of the Law of Property Act 1925 shall not apply to this Deed) and in particular (but without limitation) the Secured Party shall have power in respect of Posted Collateral other than in the rights, options and remedies form of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any ordercash:
(aA) Subject to the rights sell all or any of the lessees under the Leases, the Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with Posted Collateral in any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent manner permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leases, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on law upon such terms as the Secured Party may shall in its absolute discretion determine; and
(B) to collect, recover or compromise and at to give a good discharge for any place (whether or not it be moneys payable to the location Chargor in respect of any of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such salePosted Collateral;
(cii) Subject to the rights of the lessees under the Leases, the Secured Party may proceed in respect of Posted Collateral in the form of cash immediately or at any subsequent time, without prior notice to protect and enforce this Security Agreement and the other Lender Documents by suit Chargor:
(A) apply or suits appropriate the Posted Collateral in or proceedings in equity, at law towards the payment or in bankruptcy, and whether for the specific performance discharge of any covenant or agreement herein contained or amounts payable by the Chargor with respect to any Obligation in execution or aid of any power herein grantedsuch order as the Secured Party sees fit; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or
(B) set off all or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject amounts payable by the Chargor with respect to the rights any Obligation against any obligation of the lessees under the Leases, the Secured Party may to repay any amount to the Chargor in respect of the Posted Collateral; or
(without C) debit any account of the necessity of taking Chargor (whether sole or joint) with the Secured Party at any of its offices anywhere (including an account opened specially for that purpose) with all or any part of any amounts payable by the actions referred Chargor with respect to in paragraphs any Obligation from time to time; or
(aD) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either combine or consolidate any account in the name of the Secured Party Chargor (whether sole or joint) in the name of the Debtor, or both, for the use and benefit any currency at any of the Secured Party.’s offices anywhere with the account relating to the Posted Collateral; and for the purposes of this Paragraph 8(a)(ii) the Secured Party shall be entitled:
Appears in 1 contract
Samples: Credit Support Deed (Virgin Entertainment Investment Holdings LTD)
Secured Party's Rights. (a) The Secured Party may at any time and from time to time, at Debtor’s expense, file financing statements, continuation statements and amendments thereto that describe the Collateral, or words of similar effect and that contain any other information required by the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including without limitation whether the Debtor is an organization, the type of organization and any tax or organization identification number issued to the Debtor. The Debtor agrees that when to furnish any Event of ---------------------- Default has occurred and is continuing hereunder, such information to the Secured Party promptly upon request. Debtor specifically authorizes the Secured Party to file such financing statements, continuations or amendments without the signature of the Debtor, and any such financing statements, continuation statements or amendments may be signed, if so required, by the Secured Party on behalf of the Debtor, and may be filed at any time in any jurisdiction as necessary. The Debtor hereby irrevocably appoints the Secured Party, through any of its chosen agents or designees, as Debtor’s attorney-in-fact, coupled with an interest, for the purposes hereof.
(b) The Debtor shall have at any time and from time to time, at Debtor’s expense, take such steps as the rights, options and remedies Secured Party may reasonably request for the Secured Party (i) to obtain possession of all or any portion of the Collateral in order to perfect its security interest therein in addition to the filing of a secured party, financing statement and (ii) otherwise to ensure the Debtor shall have continued perfection and priority of the duties Secured Party’s security interest in any of a debtor, under the Uniform Commercial Code Collateral and of New York the preservation of its rights therein.
(regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are assertedc) and without limiting the foregoingAt any time at least ten (10) days after notice to Debtor, the Secured Party may exercise at its option discharge taxes, liens or security interests or other encumbrances at any one time levied against or more placed on the Collateral, pay for insurance on the Collateral, unless any such taxes or all liens are being contested in good faith and the Debtor has reserved adequate amounts on its books for the discharge of the remedies hereinafter set forth, in any order:
(a) Subject to the rights of the lessees under the Leases, such taxes or liens; and the Secured PartyParty may, personally or by agents or attorneysat its option, shall have pay for the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession maintenance, preservation and collection of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, . The Debtor agrees to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (reimburse the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leases, on demand for any payments made or any expenses incurred by the Secured Party shall have the right pursuant to this Section (subject to compliance with any mandatory legal requirementsincluding without limitation reasonable attorneys’ fees), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail amounts extended pursuant to this Section shall be added to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured PartyObligations.
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Secured Party's Rights. The Debtor agrees that when Secured Party may, at any time upon and after an Event of ---------------------- Default has occurred Default, and during the continuation thereof, at its option and, whether or not the Obligations are due, without notice or demand on the Maker, take the following actions with respect to the Collateral:
5.1.1 with respect to any Accounts (i) notify account debtors of the security interest of the Secured Party in such Accounts and that payment thereof is continuing hereunderto be made directly to the Secured Party; (ii) demand, collect, and provide receipt for any amounts relating thereto, as the Secured Party may determine; (iii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof; (iv) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; (v) receive, open and dispose of mail addressed to the Maker and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of the Maker; and (vi) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes; and
5.1.2 with respect to any equipment and inventory (i) make, adjust and settle claims under any insurance policy related thereto and place and pay for appropriate insurance thereon; (ii) discharge taxes and other Liens at any time levied or placed thereon; (iii) make repairs or provide maintenance with respect thereto; and (iv) pay any necessary filing fees and any taxes arising as a consequence of any such filing. The Secured Party shall have no obligation to make any such expenditures nor shall the making thereof relieve the Maker of its obligation to make such expenditures. Except as otherwise provided herein, the Secured Party shall have the rights, options and remedies of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order:
(a) Subject no duty as to the rights of the lessees under the Leases, the Secured Party, personally collection or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leases, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location protection of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject nor as to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance preservation of any covenant or agreement herein contained or in execution or aid rights pertaining thereto, beyond the safe custody of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to Collateral in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured Partyits possession.
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Secured Party's Rights. The Debtor agrees that when any Event of ---------------------- Default has occurred and is continuing hereunder, the Secured Party shall have the rights, options and remedies of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order:
(a) Subject to the rights of the lessees under the LeasesSecured Party may, the (i) at any time in Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leases, the Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject to the rights of the lessees under the Leases, the Secured Party may proceed to protect and enforce this Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under the Lease Documents, and may exercise all such rights and remedies either in the 's own name of the Secured Party or in the name of Borrower, communicate with account debtors, parties to contracts, and obligors in respect of accounts, contracts, instruments, chattel paper or other Collateral to verify, to Secured Party's satisfaction, the Debtorexistence, amount and terms of any such accounts, contracts, instruments or chattel paper or other Collateral, and (ii) at any time and without prior notice to Borrower, notify account debtors, parties to contracts, and obligors in respect of chattel paper, instruments, or bothother Collateral that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party. Upon the request of Secured Party, for Borrower shall so notify such account debtors, parties to contracts, and obligors in respect of instruments, chattel paper or other Collateral. Borrower hereby constitutes Secured Party or Secured Party's designee as Borrower's attorney with power to endorse such Borrower's name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.
(b) Borrower shall remain liable under each contract, instrument and license to observe and perform all the use conditions and benefit obligations to be observed and performed by it thereunder, and Secured Party shall have no obligation or liability whatsoever to any person under any contract, instrument or license (between Borrower and any person other than Secured Party) by reason of or arising out of the execution, delivery or performance of this Agreement, and Secured Party shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect, compromise or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any contract, instrument or license.
(c) Borrower shall, with respect to each owned, leased or controlled property, during normal business hours and upon reasonable advance notice (unless a default shall have occurred and be continuing, in which event no notice shall be required and Secured Party shall have access at any and all times): (i) provide access to such property to Secured Party and any of its officers, employees and agents, as frequently as Secured Party determines to be appropriate; (ii) permit Secured Party and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from Borrower's books and records; and (iii) permit Secured Party to inspect, review, evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Secured Party considers advisable, and Borrower agrees to render to Secured Party, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.
(d) After the occurrence and during the continuance of a default, Borrower at its own expense, shall cause the certified public accountant then engaged by such Borrower to prepare and deliver to Secured Party at any time and from time to time, promptly upon Secured Party's request, the following reports: (i) a reconciliation of all accounts; (ii) an aging of all accounts; (iii) trial balances; and (iv) test verifications of such accounts as Secured Party may request. Secured Party shall be permitted to observe and consult with Borrower's accountants in the performance of these tasks.
(e) The rights, powers and remedies of Secured Party hereunder shall be in addition to all rights, powers and remedies given to Secured Party by statute (including without limitation, the Uniform Commercial Code) or rule of law and regardless of whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, powers and remedies are asserted.
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Samples: Security Agreement (THCG Inc)
Secured Party's Rights. The Debtor agrees that when any Event of ---------------------- Default has occurred and is continuing hereunder, the Secured Party shall have the rights, options and remedies of a secured party, and the Debtor shall have the duties of a debtor, under the Uniform Commercial Code of New York (regardless of whether such Code or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) and without limiting the foregoing, the Secured Party may exercise any one or more or all of the remedies hereinafter set forth, in any order:
(a) Subject to the rights of the lessees under the Leases, the The Secured Party, personally or by agents or attorneys, shall have the right (subject to compliance with any applicable mandatory legal requirements) to take immediate possession of the Collateral, or any portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any premises of the Debtor, with or without notice, demand, process of law or legal procedure, to the extent permitted by applicable law, and search for, take possession of, remove, keep and store the same, or use and operate or lease the same until sold (the Secured Party shall give notice to the Debtor of such action);
(b) Subject to the rights of the lessees under the Leases, the The Secured Party shall have the right (subject to compliance with any mandatory legal requirements), either with or without taking possession and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given such notice of such sale by registered mail to the Debtor as is required by law, to sell and dispose of the Collateral, or any part thereof, at private or public sale or at public auction to the highest bidder, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Secured Party may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) designated in the notice referred to above; provided that any such sale -------- shall be -------- held in a commercially reasonable manner. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further published notice, and the Debtor, the Secured Party or any of their Affiliates, may bid and become the purchaser at any such sale;
(c) Subject to the rights of the lessees under the Leases, the The Secured Party may proceed to protect and enforce this Subsidiary Security Agreement and the other Lender Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of judgment for the Indebtedness or for the enforcement of any other proper, legal or equitable remedy available under applicable law; and
(d) Subject to the rights of the lessees under the Leases, the The Secured Party may (without the necessity of taking any of the actions referred to in paragraphs (a) through (c) above) proceed to exercise all rights, privileges and remedies of the Debtor under in and to the Lease DocumentsCollateral, and may exercise all such rights and remedies either in the name of the Secured Party or in the name of the Debtor, or both, for the use and benefit of the Secured Party.
Appears in 1 contract
