Rights of Secured Party. Secured Party shall have the rights contained in this Section at all times during the period of time this Agreement is effective.
Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid...
Rights of Secured Party. At any time and from time to time, whether before or after an Event of Default, the Secured Party may take any or all of the following actions:
Rights of Secured Party. “Section [ ] Notwithstanding anything to the contrary contained in this Agreement, if any interests in the Company (the “Membership Interests”) have been pledged or are subject to the granting of a security interest or other encumbrance therein (a “Pledge”) by the holder thereof (the beneficiary of a Pledge being referred to herein as a “Secured Party”), (a) all rights and remedies of such Secured Party (including but not limited to voting rights) with respect to the Membership Interests contained in any document, agreement or instrument giving effect to or governing such Pledge and the rights and remedies associated therewith (a “Security Document”) shall be given effect by the Company and the Members, (b) the Company and the Members shall take all such action and shall execute and deliver all such agreements, documents or instruments as may be required by the terms and conditions of the Security Document and (c) if the Secured Party becomes the holder of such Membership Interests, then, at such time, the Secured Party shall have all of the rights associated with such Membership Interests under this Agreement and applicable law. “Section [ ] Notwithstanding anything to the contrary contained in this Agreement, all restrictions on transfer and assignability of any Membership Interests shall be inapplicable, and of no force and effect, as to any transfer of any Membership Interest to a Secured Party in connection with any exercise of rights or remedies by the Secured Party in accordance with the Security Document or as may be permitted by applicable law. Contemporaneously with any transfer of any Member’s Membership Interests to the Secured Party, the transferor Member shall cease to be a member of the Company. “Section [ ] All of the Membership Interests shall be evidenced by a certificate showing the name of the Member and the percentage of Membership Interests held by that Member. Each Membership Interest certificate shall be signed by an officer of the Company or of its manager or managing member, as the case may be, and such certificates may be signed in counterparts. “Section [ ] Each of the Membership Interest certificates representing the Members’ interest in the Company shall constitute a “security” within the meaning of (A) Article 8 of the Uniform Commercial Code (including Section 8-102(a) thereof) as in effect from time to time in the state of organization of the Company and (B) the Uniform Commercial Code of any other applicable jurisdiction t...
Rights of Secured Party. Upon the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers to make the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Borrowers at least ten (10) days' prior written notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and 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. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Borrowers or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proce...
Rights of Secured Party. Upon the occurrence of an Event of Default, -------------------------- SECURED PARTY may, at its option, do any one or more of the following:
(a) declare all indebtedness of AMLH to SECURED PARTY to be immediately due and payable, whereupon all unpaid principal and interest on the Note shall become and be immediately due and payable;
(b) exercise any and/or all of the rights and remedies of a secured party as provided for by the Uniform Commercial Code of the State of Florida;
(c) proceed by an action or actions at law or in equity to recover the indebtedness secured hereby or to foreclose under this Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction;
(d) proceed immediately to have any or all of the Collateral registered in SECURED PARTY's name or in the name of its nominee;
(e) exercise all voting rights with respect to the Collateral and all other rights;
(f) enforce one or more remedies hereunder, successively or concurrently; and
(g) proceed immediately to dispose of and realize upon the Collateral, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereof, at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY or any purchaser to purchase at any such sale either the whole or any part of the Collateral (in connection with any such sale or disposition, SECURED PARTY shall give 10 calendar days or more notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain availa...
Rights of Secured Party. Debtor agrees that Secured Party may at any time, whether before or after the occurrence of an Event of Default and without notice or demand of any kind, (a) notify the obligor on or issue of any Collateral to make payment to Secured Party of any amounts due or distributable thereon, (b) in Debtor's name or Secured Party's name enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral, (c) receive all proceeds of the Collateral, and (d) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Debtor.
Rights of Secured Party. Each Obligor agrees that Secured Party may, at any time after the occurrence and during the continuance of an Event of Default and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment to Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or Secured Party's name, enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuer.
Rights of Secured Party. No course of dealing between the Pledgor and the Secured Party nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under any of the Secured Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided and provided under any of the Secured Obligations are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law, including, without limitation, the rights and remedies of a secured party under the Uniform Commercial Code.
Rights of Secured Party. Secured Party shall have all of the rights and remedies of a secured party under the Code and all other rights and remedies accorded to Secured Party at equity or law, including, without limitation, the right to apply for and have a receiver appointed by a court of competent jurisdiction to manage, protect and preserve the Collateral, to continue operating the business of Debtor and to collect all revenues and profits thereof. Any notice of sale or other disposition of Collateral given not less than 10 Business Days' prior to such proposed action shall constitute reasonable and fair notice of such action. To the extent permitted by applicable law, Secured Party may postpone or adjourn any such sale from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement of any adjourned sale, without being required to give a further notice of sale. Any such sale may be for cash or, unless prohibited by applicable law, upon such credit or installment terms as Secured Party shall determine. To the extent permitted by applicable law, Debtor shall be credited with the net proceeds of such sale only when such proceeds actually are received by Secured Party. Despite the consummation of any such sale, Debtor shall remain liable for any deficiency on Issuer's Obligations which remains outstanding following any such sale. All net proceeds received pursuant to a sale shall be applied in the manner set forth in Section 5.10 of the Indenture.
