Notemachine definition
Examples of Notemachine in a sentence
Each Guarantor expressly authorizes Notemachine to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.
Each Grantor hereby appoints Notemachine as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Notemachine may deem necessary or advisable to accomplish the purposes hereof following the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest.
Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made (or concurrently will be made) under the Uniform Commercial Code or otherwise that are required in order for Notemachine to continue at all times following such change to have a valid, legal and perfected second priority security interest in all the Collateral.
Nothing in this Agreement or any other Transaction Document will affect the right of Notemachine to serve process in any other manner permitted by law.
Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Notemachine may fix and state in the notice (if any) of such sale.
Nothing in this Agreement or any other Transaction Document shall affect any right that Notemachine, the Administrative Agent or any Notemachine may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against any Grantor or its properties in the courts of any jurisdiction.
Reference is made to the Amended and Restated Settlement Agreement dated as of April 18, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Settlement Agreement”) between the Issuer and Notemachine.
In the event of any such sale, Notemachine shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that Notemachine, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of Notemachines (or a single Notemachine) were approached.
Notemachine may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.
Each Grantor recognizes that in light of such restrictions and limitations Notemachine may, with respect to any sale of the Pledged Collateral, limit Notemachines to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof.