Common use of RIGHTS AND REMEDIES ON DEFAULT Clause in Contracts

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 4 contracts

Samples: Pledge Agreement, www.sec.gov, Commercial Pledge Agreement (Utg Inc)

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RIGHTS AND REMEDIES ON DEFAULT. If an Event During the continuance of Default occurs under this Agreementany event of default, the Secured Parties may exercise at any time thereafter so long as and from time to time any rights and remedies available to them under applicable law, including but not limited to the Event of Default continues uncuredright to sell, Lender may exercise any one lease or more otherwise dispose of the following rights Collateral and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required the right to pay, immediately due and payable, without notice take possession of any kind to Grantor. Collect the Collateral, subject to the rights of the holders of the Permitted Liens. Collect FOR THAT PURPOSE THE SECURED PARTIES MAY ENTER UPON ANY PREMISES ON WHICH THE COLLATERAL OR ANY PART THEREOF MAY BE SITUATED AND REMOVE IT, AND DEBTOR WAIVES ITS RIGHTS TO ASSERT TRESPASS OR SIMILAR CAUSES OF ACTION FOR SUCH ENTRY. The Secured Parties shall have no obligation to marshal any assets, but may require Debtor to assemble the Collateral and make it available at a place to be designated by the Secured Parties which is reasonably convenient to all parties. If at the time of repossession any of the Collateral andcontains other personal property not included in the Collateral, Secured Parties may take such personal property into custody and store it at Lenderthe risk and expense of Debtor; provided, however, that Secured Parties shall return such property promptly upon Debtor’s option and request. Debtor agrees to notify the extent permitted by applicable law, retain possession Secured Parties within forty-eight (48) hours after repossession of the Collateral while suing on of any such other personal property claimed, and failure to do so will release the IndebtednessSecured Parties and its representatives from any liability for loss or damage thereto. Sell Any notice of intended disposition of any of the CollateralCollateral required by law shall be deemed reasonable if such notice is given at least ten (10) days before the time of such disposition. Sell Any proceeds of any disposition by Secured Parties of any of the Collateral may be applied by it to the payment of expenses in connection with the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens including but not limited to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, repossession expenses and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costslegal expenses, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale balance of such Collateral proceeds shall be then applied against the Obligations and to the payment other amounts secured hereby in such order of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor application as the interests of Grantor Secured Parties may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesselect.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ads in Motion, Inc.), Security Agreement (Ads in Motion, Inc.), Security Agreement (Ads in Motion, Inc.)

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Stock Pledge Agreement, at any time thereafter so long as Bank may, in its sole discretion and without further notice or demand, (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable; (ii) proceed immediately to exercise any and all of Bank's rights, powers, and privileges with respect to the Stock Collateral, including, without notice of any kind limitation, the right to Grantor. Collect the Collateral. Collect any sell or otherwise dispose of the Stock Collateral and, or any part thereof at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit private or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into in such manner as Bank shall deem reasonable; and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144iii) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or exercise any other owner of right or remedy available to Bank under the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell applicable Uniform Commercial Code or dispose of any securities of such issuer without obtaining Lender’s prior written consentotherwise available by agreement or under federal or state law. Foreclosure. Maintain a judicial suit for foreclosure All rights and sale of the Collateral. Specific Performance. Lender may, remedies herein specified are cumulative and are in addition to or in lieu of such other rights and remedies as may be available to Bank. Bank shall act as the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s authorized agent and attorney-in-fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to execute endorsementstake such action on behalf of Pledgor as will further such a disposition, assignments including, without limitation, any necessary endorsement or signature in its own name. Pledgor expressly acknowledges that compliance with federal or state securities and instruments in other laws may limit the name disposition of Grantor and each the Stock Collateral by Bank. No disposition of them (if more than one) as the Stock Collateral by Bank upon an Event of Default shall be necessary deemed to be a breach of any duty to Pledgor or reasonableto be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if Bank in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Other Rights and Remedies. Have and exercise any or all Without limiting the generality of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeforegoing, Bank may at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the CollateralStock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to persons who will represent and agree that they are purchasing the Stock Collateral for their own account for investment, and not with a view to reimbursement distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Stock Pledge Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives any right of redemption, stay, or appraisal under present or future law. Each and every purchaser of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness Stock Collateral shall be vested with all shareholder's rights provided by the stock purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that Bank may purchase the Stock Collateral or any part thereof at any sale. Any requirement imposed by law regarding the giving to Pledgor of Grantor to Lender, with prior notice of any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application sale or other disposition of the proceeds of Stock Collateral shall be deemed reasonable if given by Bank in writing at least ten (10) days prior to such sale or other disposition specifying the Collateral to the Indebtednesstime and place thereof.

Appears in 2 contracts

Samples: Stock Pledge and Security Agreement (Community Bankshares Inc /Ga/), Credit and Term Loan Agreement (First State Corp /Ga/)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Wisconsin Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor Borrower would be required to pay, immediately due and payable, without notice of any kind to Borrower or Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness or as the court costsmay direct. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, Lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 2 contracts

Samples: Commercial Security Agreement (Air T Inc), Commercial Security Agreement (Air T Inc)

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessACCELERATE INDEBTEDNESS. Declare all IndebtednessLender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of . UCC REMEDIES. With respect to all or any kind to Grantor. Collect the Collateral. Collect any part of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. COLLECT RENTS. Lender shall have the right, at lawwithout notice to Borrower or Grantor, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. MORTGAGEE IN POSSESSION. Lender shall have the right to be placed as mortgagee in possession or to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The mortgagee in possession or receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

Appears in 2 contracts

Samples: Commercial Pledge Agreement (Advanced Life Sciences Holdings, Inc.), Commercial Pledge Agreement (Advanced Life Sciences Holdings, Inc.)

RIGHTS AND REMEDIES ON DEFAULT. If an Event During the continuance of Default occurs under this Agreementany event of default, the Secured Parties may exercise at any time thereafter so long as and from time to time any rights and remedies available to them under applicable law, including but not limited to the Event of Default continues uncuredright to sell, Lender may exercise any one lease or more otherwise dispose of the following rights Collateral and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required the right to pay, immediately due and payable, without notice take possession of any kind to Grantor. Collect the Collateral, subject to the rights of the holders of the Permitted Liens.FOR THAT PURPOSE THE SECURED PARTIES MAY ENTER UPON ANY PREMISES ON WHICH THE COLLATERAL OR ANY PART THEREOF MAY BE SITUATED AND REMOVE IT, AND DEBTOR WAIVES ITS RIGHTS TO ASSERT TRESPASS OR SIMILAR CAUSES OF ACTION FOR SUCH ENTRY. Collect The Secured Parties shall have no obligation to marshal any assets, but may require Debtor to assemble the Collateral and make it available at a place to be designated by the Secured Parties which is reasonably convenient to all parties. If at the time of repossession any of the Collateral andcontains other personal property not included in the Collateral, Secured Parties may take such personal property into custody and store it at Lender’s option the risk and expense of Debtor; provided, however, that Secured Parties shall return such property promptly upon Debtor's request. Debtor agrees to notify the extent permitted by applicable law, retain possession Secured Parties within forty-eight (48) hours after repossession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantorany such other personal property claimed, and other persons as required by law, failure to do so will release the Secured Parties and its representatives from any liability for loss or damage thereto. Any notice at least thirty (30) days in advance of the time and place intended disposition of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral required by law shall be deemed reasonable if such notice is an affiliate given at least ten (10) days before the time of such disposition. Any proceeds of any disposition by Secured Parties of any of the issuer Collateral may be applied by it to the payment of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender expenses in connection with the collection Collateral, including but not limited to repossession expenses and sale reasonable attorneys' fees and legal expenses, and any balance of such Collateral proceeds shall be then applied against the Obligations and to the payment other amounts secured hereby in such order of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor application as the interests of Grantor Secured Parties may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesselect.

Appears in 1 contract

Samples: Note Purchase Agreement (Options Media Group Holdings, Inc.)

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Stock Pledge Agreement, at any time thereafter so long as Bank may, in its sole discretion and without further notice or demand, (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable; (ii) proceed immediately to exercise any and all of Bank's rights, powers, and privileges with respect to the Stock Collateral, including, without limitation, the right to sell or otherwise dispose of the Stock Collateral or any part thereof at private or public sale, in such manner as Bank shall deem reasonable; and (iii) exercise any other right or remedy available to Bank under the applicable Uniform Commercial Code or otherwise available by agreement or under federal or state law. All rights and remedies herein specified are cumulative and are in addition to such other rights and remedies as may be available to Bank. Bank shall act as the authorized agent and attorney-in- fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to take such action on behalf of Pledgor as will further such a disposition, including, without limitation, any necessary endorsement or signature in its own name. Pledgor expressly acknowledges that compliance with federal or state securities and other laws may limit the disposition of the Stock Collateral by Bank. No disposition of the Stock Collateral by Bank upon an Event of Default shall be deemed to be a breach of any duty to Pledgor or to be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if Bank in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Without limiting the generality of the foregoing, Bank may at any sale of the Stock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to persons who will represent and agree that they are purchasing the Stock Collateral for their own account for investment, and not with a view to distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Stock Pledge Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives any right of redemption, stay, or appraisal under present or future law. Each and every purchaser of any of the Stock Collateral shall be vested with all shareholder's rights provided by the stock purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that Bank may purchase the Stock Collateral or any part thereof at any sale. Any requirement imposed by law regarding the giving to Pledgor of prior notice of any kind to Grantor. Collect the Collateral. Collect any sale or other disposition of the Stock Collateral and, at Lender’s option and to the extent permitted shall be deemed reasonable if given by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or Bank in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice writing at least thirty ten (3010) days in advance of prior to such sale or other disposition specifying the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessthereof.

Appears in 1 contract

Samples: Term Loan Agreement (Citizens Bancshares Corp /Ga/)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at LenderXxxxxx’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at LenderXxxxxx’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty ten (3010) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender Xxxxxx is unable, or believes Lender Xxxxxx is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such lawspersons, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein, “investment property”) in Lender’s sole name or in the name of Xxxxxx’s broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor’s behalf and in Grantor’s name, and hereby irrevocably appoints Xxxxxx as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor’s behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Xxxxxx’s discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in “control” of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue “entitlement orders” concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor Xxxxxxx irrevocably appoints Lender Xxxxxx as GrantorXxxxxxx’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ permissible fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor Xxxxxxx agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Lodging Fund REIT III, Inc.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Declare all IndebtednessLender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to paypay without notice, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted except as may be expressly required by applicable law, retain possession . UCC Remedies. With respect to all or any part of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. Collect Rents. Lender shall have the right, at lawwithout notice to Grantor, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney--in--fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Nonjudicial Foreclosure. Lender may exercise the right to the Indebtednessnonjudicial foreclosure pursuant to Iowa Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, amended or replaced.

Appears in 1 contract

Samples: Business Loan Agreement (Jameson Inns Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under theWashington Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Accerlerate Indebtedness. Declare all IndebtednessLender may declare the entire indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately Immediately due and payable, without notice police. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. if the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit public auction or in parcels, at one or more public or private salesprivale sale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or Grantor reasonable notlice of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice Iis given at least ten (10) days before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part disposition of the Collateral, or which is received from including without limitation the collection or expenses of retaking, holding, insuring, preparing for sale of and selling the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with shall become a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment part of the Indebtedness of Grantor to Lenderindebtedness secured by this Agreement and shall be payable on demand, with any excess funds to be paid to Grantor as interest at the interests Note rate from date of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexpenditure until repaid.

Appears in 1 contract

Samples: Loan Agreement (Labor Ready Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, Deed of Trust. at any time thereafter so long as the Event of Default continues uncuredthereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Accelerate IndebtednessSection of Remedies. Declare Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not affect Lender's right to declare e default and exercise its remedies. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust Immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all Indebtedness, including any prepayment penalty which Grantor would documents evidencing expenditures secured hereby.After the lapse of such time as may then be required to pay, immediately due and payable, without by law following the recordation of the notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantordefault, and other persons notice of sale having been given as then required by law, notice Trustee, without demand on Trustor, shall .sell the Property at least thirty (30) days in advance of the time and place fixed by It In the notice of any public sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash In lawful money of the United States, payable at time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that Trustee may postpone sale of all or any requirement portion of reasonable notice as to Grantor is satisfied if Lender mails notice the Property by ordinary mail addressed to Grantor public announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the such time and place of sale, and from time to time thereafter may postpone such sale and a brief description by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty; express or lmplied. The recitals in such deed of any matters or facts shall be conclusive proof of the property to be soldtruthfulness thereof. Lender Any person, including Trustor, Trustee or Beneficiary may be a purchaser purchase at any public such sale. Sell Securities. Sell any securities included After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the Collateral proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in a manner consistent with applicable federal effect at the date hereof; all other sums than secured hereby; and state securities and insurance laws. Ifthe remainder, because of restrictions under such laws, Lender is unable, or believes Lender is unableIf any, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation person or persons legally entitled thereto. Judicial Foreclosure. With respect to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor all or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the CollateralReal Property, lender shall have the right In lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and UCC Remedies. Have and exercise With respect to all or any or part of the Personal Property, Lender shall have all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code, at including without limitation the right to recover any deficiency In the manner, and to the full extent provided by California law. DEED OF TRUST • (Continued) Page 7 ·Collect Rents. Lender .shall have the right, in equitywithout notice to Borrower or Trustor to take possession of and manage the Property and collect the Rents, Including amounts past due and unpaid, and apply the net proceeds. over and above Lender's costs, against the Indebtedness. In furtherance of its right. Lender may require any tenant or otherwise. Application of Proceeds. Apply any cash which is part other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by lender, then Trustor irrevocably designates Lender as Trustor's attorney-In-fact to endorse Instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds.Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligations for which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costspayments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. Appoint Receiver. Lender shall have the right to appoint a receiver appointed to take possession of all or any fees on appeal, incurred by Lender in connection part of the Property. with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment leases and Rents from the Property and apply the proceeds. over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond If permitted by law, . Lender's right to pay any deficiency after application the appointment of a recetver shall exist whether or not the apparent value of the proceeds Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Collateral Property after the Property is .sold as provided above or Lender otherwise becomes entitled to possession of the IndebtednessProperty upon default of Borrower or Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender.

Appears in 1 contract

Samples: Netreit, Inc.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required Lender shall have the right at its option without notice to pay, Borrower to declare the entire Indebtedness immediately due and payable, without notice of . UCC Remedies. With respect to all or any kind to Grantor. Collect the Collateral. Collect any part of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. Collect Rents. Lender shall have the right, at lawwithout notice to Grantor or Borrower, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney- in-fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this paragraph either in person, by agent, or through a lawsuit and including receiver. Mortgagee in Possession. Lender shall have the right to be placed as mortgagee in possession or to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The Mortgagee in possession or receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Deficiency Judgment. If permitted by applicable law, to pay Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the proceeds exercise of the Collateral to the Indebtednessrights provided in this section.

Appears in 1 contract

Samples: Agreement for Sale

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessACCELERATE INDEBTEDNESS. Declare all IndebtednessLender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to paypay without notice, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted except as may be expressly required by applicable law, retain possession . UCC REMEDIES. With respect to all or any part of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. COLLECT RENTS. Lender shall have the right, at lawwithout notice to Grantor, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. APPOINT RECEIVER. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

Appears in 1 contract

Samples: Palweb Corp

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including Including any prepayment penalty which Grantor Borrower would be required to pay, immediately Immediately due and payable, without notice of any kind to Borrower or Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s 's option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s 's discretion, as a unit or in In parcels, at one or more public or private sales. Unless the Collateral is Is perishable or threatens to decline speedily in In value or is Is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by lawor any of them, notice at least thirty ten (3010) days in In advance of the time and place of any public sale, or of the time date after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is Is satisfied if If Lender mails notice by ordinary mail addressed to Grantor Grantor, or any of them, at the last address Grantor has given Lender in writing. If a public sale is Is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in In any newspaper of general circulation in In the county where the Collateral is Is located, setting selling forth the time and place of sale and a brief description of the property properly to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Pledge and Security Agreement (Boatracs Inc /Ca/)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Oregon Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Xxxxxx may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately Immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make It available to Lender at a place to be designated by Lender’s option and . Xxxxxx also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Xxxxxx makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Xxxxxx's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is Is of a type customarily sold on an a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met If such notice Is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, Insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable an demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Xxxxxx's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Xxxxxx shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either Itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Xxxxxx's discretion transfer any Collateral into Xxxxxx's own name or that of Xxxxxx's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness In such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses In action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due, For these purposes, Lender may, an behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, Instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Xxxxxx may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Change in Terms Agreement (Powin Corp)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all xxx xxghts of a secured party under the Event of Default continues uncuredNew York Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the exxxxx Indebtedness, including any prepayment penalty which Grantor Granter would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other do uments relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have fxxx xower to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable xxxxxxs to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or thax xx Xrantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving waving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the Indebtedness secured by this Agreement and payable from the proceeds of the disposition of the Collateral, and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to collect the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.rents from the

Appears in 1 contract

Samples: Security Agreement (Scientific Industries Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Declare all IndebtednessLender shall have the right at its option without notice to Grantor to declare the entire indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay, immediately due and payable. Collect Rents. Lender shall have the right, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain take possession of the Collateral while suing on Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is In furtherance of a type customarily sold on a recognized marketthis right, Lender shall give or mail have all the rights provided for in the Lender's Right to GrantorCollect Section, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writingabove. If a public sale is heldthe Rents are collected by Lender, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, then Grantor irrevocably appoints designates Lender as Grantor’s 's attorney-in-fact to execute endorsements, assignments and endorse instruments received in payment thereof in the name of Grantor and each of them (if more than one) as to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of satisfy the rights and remedies of a secured creditor under obligations for which the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costspayments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

Appears in 1 contract

Samples: Loan and Security Agreement (Snowdance Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the New York Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor Granter would be required to pay, immediately due and payable, without notice of any kind to GrantorGranter. Collect Assemble Collateral. Lender may require Granter to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Granter to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Granter to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Granter agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Granter after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, at Collateral or proceeds thereof in Lender’s discretion, as a unit own name or in parcels, that of Granter. Lender may sell the Collateral at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to GrantorGranter, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time lime and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the Indebtedness secured by this Agreement and payable from the proceeds of the disposition of the Collateral, and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. The right to a receiver shall be given to Lender regardless of the solvency of Grantor and without any requirement to give notice to Grantor. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust. xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, Lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Granter; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Commercial Security Agreement (Repro Med Systems Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Virginia Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor Borrower would be required to pay, immediately due and payable, without notice notice. Assemble Cottateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repcssession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private xxxxx;e sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part disposition of the Collateral, or which is received from including without limitation the collection or expenses of retaking, holding, insunng, prepanog for sale of and selling the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with shall become a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment part of the Indebtedness of Grantor to Lendersecured by this Agreement and shall be payable on demand, with any excess funds to be paid to Grantor as interest at the interests Note rate from date of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexpenditure until repaid.

Appears in 1 contract

Samples: Commercial Security Agreement (Colonial Downs Holdings Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as In addition to the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtednessremedies granted to it in this Agreement and in any other instrument or agreement securing, including any prepayment penalty which Grantor would be required evidencing, or relating to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral andIndebtedness, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender Surety will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions UCC. In the event of the Uniform Commercial Coderefusal or failure of Indemnitors to exonerate Surety as required under the Indemnity Agreement, Indemnitors agree upon written demand to provide to Surety a reasonable amount of money designated by Surety and/or other collateral decided upon by Surety. Such funds and/or other collateral will be held by Surety as collateral in addition to the indemnity and other collateral afforded by this Agreement, with the right to use such funds and/or other collateral or any part thereof, at lawany time in performance, payment, or compromise of any obligations or liability, claims, demands, judgments, damages, fees, and disbursements or other expenses. Said deposit and/or provision of money and/or other collateral designated by Surety will be required regardless of whether any Reserve has been established by Surety. Without limiting the generality of the foregoing, in equitythe event Surety posts a Reserve, or otherwise. Application of Proceeds. Apply any then Indemnitors will deliver to Surety cash which is part of in an amount equal to the Reserve posted in addition to the Collateral. Demand will be sufficient if sent by certified mail, or which is received from the collection or sale of the Collateralreturn receipt requested, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costsIndemnitors at the address or addresses given herein or last known to Surety, whether or not there is a lawsuit actually received. Indemnitors acknowledge that the failure of Indemnitors to deposit with Surety, immediately upon demand, the sum demanded by Surety as collateral security will cause irreparable harm to Surety for which Surety has no adequate remedy at law. Indemnitors agree that Surety will be entitled to injunctive relief for specific performance of the obligations of Indemnitors to deposit with Surety the sum demanded as collateral security and including hereby waives any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and claims or defenses to the payment contrary. The deposit of collateral pursuant to this Section 33 will not be deemed to cure any default under the Bonded Contract(s) and Surety may, in its sole and absolute discretion, refuse to issue any bonds; provided, however, the foregoing will not be deemed to alter certain of the Indebtedness provisions under the definition of Grantor to Lender, with any excess funds Event of Default that permit certain Events of Default to be paid cured upon the deposit of cash collateral. Without limiting the generality of the foregoing, upon any Event of Default, Surety is entitled to Grantor as require Indemnitors to deposit or cause to be deposited, all checks, drafts, cash, and other remittances received in payment upon any or all of the interests Bonded Contracts or other Collateral in a special “lockbox” bank account at a financial institution designated by Surety, over which account Surety alone has power of Grantor withdrawal. During the continuance of any Event of Default, Surety may appear. Grantor agreesfurther instruct any Obligee on any Bond, to the extent permitted by lawon behalf of Indemnitors and/or Surety, to pay said remittances directly to Surety. The funds in said special bank account will be held by Surety as security for all Indebtedness. Said proceeds will be deposited in precisely the form received, except for the endorsement of Indemnitors where necessary to permit collection, which endorsement Indemnitors agree to make and which Surety is hereby irrevocably authorized to make on Indemnitors’ behalf. Pending such deposit, Indemnitors agree that they will not commingle any deficiency after application such checks, drafts, cash, and other remittances with any of Indemnitors’ funds or property, but will hold them separate and apart therefrom and upon an express trust for Surety until deposit thereof is made in the said special bank account. Subject to the trust fund provisions set out in Section 10, Surety will apply, as Surety deems appropriate, any and all of the proceeds collected funds on deposit in the said special bank account against the Indebtedness, the order and method of such application to be in the discretion of Surety. Indemnitors agree to execute any documents and perform any acts necessary to assure that remittances described in this paragraph are received by Surety as contemplated herein, including, but not limited to, letters of direction to remit said funds to Surety as contemplated herein. After the occurrence of an Event of Default, Surety is entitled to immediate possession of the Collateral and may dispose of all or any portion of the Collateral pursuant to the Indebtednessprovisions of Article 9 of the UCC and may exercise from time to time any other rights and remedies available to it under applicable law. Surety may require Indemnitors to assemble the Collateral and make it available to Surety at a place to then be designated by Surety, which is reasonably convenient to both parties. Indemnitors hereby waive any right they may have under any constitution, statute, or rule of law to notice and/or a hearing prior to seizure of the Collateral. Surety will have no custodial or ministerial duties to perform with regard to the Collateral except for its safekeeping; and by way of explanation and not by way of limitation thereof, Surety will incur no liability for any diminution in the value of the Collateral unless caused by its willful misconduct; or its failure to notify any party hereto that the Collateral should be so presented or surrendered.

Appears in 1 contract

Samples: Indemnity, and Security Agreement (Integrated Electrical Services Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all IndebtednessLender may declare the entire indebtedness, including any prepayment penalty which Grantor Borrower would be required to pay, immediately due and payable, without notice notice, except that in the case of any kind to Grantor. Collect the Collateral. Collect any an Event of Default of the Collateral andtype described in the "Insolvency" section above, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtednesssuch acceleration shall be automatic. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Borrower. lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Borrower reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the issuer sale or disposition. All expenses relating to the disposition of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain Collateral shall become a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For Indebtedness secured by this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments Agreement and instruments in the name of Grantor and each of them (if more than one) as shall be necessary payable on demand, with interest at the rate hereon from date of expenditure until repaid. Default Rate. Lender may also, at its option, if permitted under applicable law, do one or reasonable. Other Rights and Remedies. Have and exercise any or all more of the rights and remedies of a secured creditor under following: (a)increase the provisions of the Uniform Commercial Codeinterest rate hereon by 5 percentage points, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral if and to the payment of extent that the Indebtedness of Grantor increase does not cause the interest rate to Lender, with any excess funds to be paid to Grantor as exceed the interests of Grantor may appear. Grantor agrees, to the extent maximum rate permitted by applicable law, and (b)add any unpaid accrued interest to pay principal, and such sum will bear interest therefrom until paid at the rate provided herein (including any deficiency after application of the proceeds of the Collateral to the Indebtednessincreased rate).

Appears in 1 contract

Samples: Business Note and Security Agreement (Outlook Sports Technology Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, Agreement at any time thereafter so long as -thereafter, Lender shall have all the Event rights of Default continues uncured, a secured party under the New York Uniform Commercial Code. In addition and without limitation Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to GrantorGrantor (except that in the case of any Event of Default of the type described in the DEFAULT - lnsolvency section herein, such acceleration shall be automatic and not at Lender's option) Assemble Collateral. Collect Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral, and prior to completion of the removal, disable or otherwise secure the Collateral and, at Lender’s option and to the extent permitted prevent its use by applicable Grantor or any third parties with or without process of law, retain possession of and with or without notice or demand. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lander may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds there-of in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other intended disposition of the Collateral is to be made. HoweverLender may buy the Collateral, no notice need be provided to or any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of saleportion thereof. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is heldor, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where if the Collateral is locatedof the type which is sold in a recognized market or subject to widely distributed price quotations, setting forth at private Sale. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public: or private sale by announcement at the time and place of sale fixed therefor, and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that be made, without further notice, at such time and place announced at such adjournment. The requirements of reasonable notice shall be met if such notice is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in given at least ten (10) days before the Rules time of the Securities and Exchange Commission (such as Regulation D sale or Rule 144) or disposition. All expenses relating to the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in Indebtedness secured by this Agreement or in aid and payable from the proceeds of the execution or enforcement disposition of any power in this Agreement grantedthe Collateral, and shall be payable on demand, with interest at the Note rate from data of expenditure until repaid. Transfer TitleAppoint Receiver. Effect transfer of title upon sale To the extent permitted by applicable law Lander shall have the right to have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Lender's right to the appointment of a receiver shall exist whether or not there is the apparent value of the Collateral exceeds the Indebtedness by a lawsuit substantial amount. The right to a receiver shall be given to Lender regardless of the solvency of Grantor and including without any fees on appealrequirement to give notice to Grantor. Collect Revenues, incurred by Apply Accounts, Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in connection with Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the collection payments, rents, income, and sale of such Collateral and revenues therefrom end hold the same as security for the indebtedness or apply it to the payment of the Indebtedness in such order of preference as Lender may determine. Upon notice from the Lender or upon any Event of Default, the Grantor agrees that all sums of money it receives on payment, settlement or otherwise related to any Collateral, including, without limitation, on any accounts, shall be held by Grantor as trustee for Lender without commingling with any of Grantor's funds and Shall be immediately delivered to the Bank. In so far as the Collateral consists of accounts. general intangibles, insurance policies. instruments, chattel Paper. choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine. Whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive. open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agreesacknowledges that the Lender shall not he obligated in any manner to make any demand, make any inquiry as to the extent permitted nature and sufficiency of any payment received by lawLender. present or file any claim, or take any other action to pay collect or enforce the payment of any deficiency after application of the proceeds of the Collateral amounts which may have been due relate to the IndebtednessCollateral, including without limitation, any amounts due on accounts.

Appears in 1 contract

Samples: Commercial Security Agreement (Surge Components Inc)

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RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the California Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness: Lender may declare the entire indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice notice. Assemble Collateral: Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days, or such lesser time as required by state law, before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from the date of expenditure until repaid. Specific PerformanceAppoint Receiver: To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right, (b) the receiver may be an employee of Lender and may serve without bond, and (c) all fees of the receiver and his or her attorney shall become part of the indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Collect Revenues, Apply Accounts: Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues there from and hold the same as security for the indebtedness or apply it to payment of the indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, chooses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not indebtedness or Collateral is then due. For these purposes, Lender may, in addition to or in lieu on behalf of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor Grantor, receive, open and each dispose of them (if more than one) as shall mail addressed to Grantor; change any address to which mail and payments are to be necessary or reasonable. Other Rights sent; and Remedies. Have endorse notes, checks, drafts, money orders, documents of title, instruments and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeitems pertaining to payment, at law, in equityshipment, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement storage of any expensesCollateral. To facilitate collection, including Lender may notify account debtors and obligors on any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Security Agreement

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as In addition to the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtednessremedies granted to it in this Agreement and in any other instrument or agreement securing, including any prepayment penalty which Grantor would be required evidencing, or relating to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral andIndebtedness, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender Surety will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions UCC. In the event of the Uniform Commercial Coderefusal or failure of Indemnitors to exonerate Surety as required under the Indemnity Agreement, Indemnitors agree upon written demand to provide to Surety a reasonable amount of money designated by Surety and/or other collateral decided upon by Surety. Such funds and/or other collateral will be held by Surety as collateral in addition to the indemnity and other collateral afforded by this Agreement, with the right to use such funds and/or other collateral or any part thereof, at lawany time in performance, payment, or compromise of any obligations or liability, claims, demands, judgments, damages, fees, and disbursements or other expenses. Said deposit and/or provision of money and/or other collateral designated by Surety will be required regardless of whether any Reserve has been established by Surety. Without limiting the generality of the foregoing, in equitythe event Surety posts a Reserve, or otherwise. Application of Proceeds. Apply any then Indemnitors will deliver to Surety cash which is part of in an amount equal to the Reserve posted in addition to the Collateral. Demand will be sufficient if sent by certified mail, or which is received from the collection or sale of the Collateralreturn receipt requested, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costsIndemnitors at the address or addresses given herein or last known to Surety, whether or not there is a lawsuit actually received. Indemnitors acknowledge that the failure of Indemnitors to deposit with Surety, immediately upon demand, the sum demanded by Surety as collateral security will cause irreparable harm to Surety for which Surety has no adequate remedy at law. Indemnitors agree that Surety will be entitled to injunctive relief for specific performance of the obligations of Indemnitors to deposit with Surety the sum demanded as collateral security and including hereby waives any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and claims or defenses to the payment contrary. The deposit of the Indebtedness of Grantor collateral pursuant to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.this

Appears in 1 contract

Samples: And Security Agreement (Integrated Electrical Services Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Texas Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, Lender may declare the entire Indebtedness immediately due and payable, without notice notice. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter, provided Lender does so without a breach of the Collateral andpeace or a trespass, at Lender’s option and upon the property of Grantor to the extent permitted by applicable law, retain take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of the repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right, (b) the receiver may be an employee of Lender and may serve without bond, and (c) all fees of the receiver and his or her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, in addition to or in lieu on behalf of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor Grantor, receive, open and each dispose of them (if more than one) as shall mail addressed to Grantor; change any address to which mail and payments are to be necessary or reasonable. Other Rights sent; and Remedies. Have endorse notes, checks, drafts, money orders, documents of title, instruments and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeitems pertaining to payment, at law, in equityshipment, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement storage of any expensesCollateral. To facilitate collection, including Lender may notify account debtors and obligors on any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Security Agreement

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence and during the continuance of an Event of Default occurs under this Agreement and in addition to the rights set forth elsewhere herein, in the Note, in the other Loan Documents (as defined in the Loan Agreement) or available under applicable law, at any time thereafter so long as Secured Party may, in Secured Party’s sole discretion and without further notice or demand (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable, without notice (ii) proceed immediately to exercise any and all of any kind to Grantor. Collect the Collateral. Collect any of the Collateral andPledgor’s rights, at Lender’s option powers and privileges with respect to the extent permitted by applicable law, retain possession of the Stock Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner Collateral, including without limitation, the right to sell or otherwise dispose of the Stock Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor or any other person signing this Agreement will sell Collateral, or dispose of any securities of part thereof, at private or public sale in such issuer without obtaining Lender’s prior written consentmanner as Secured Party shall deem reasonable, and (iii) exercise any other right or remedy available to Secured Party under the Georgia Uniform Commercial Code or otherwise available by any agreement with Pledgor or under applicable federal or state law. Foreclosure. Maintain a judicial suit for foreclosure All rights and sale of the Collateral. Specific Performance. Lender may, remedies herein specified are cumulative and are in addition to or in lieu of such other rights and remedies as may be available to Secured Party. Secured Party shall act as the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s authorized agent and attorney-in-fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to execute endorsementstake such action on behalf of Pledgor as will further such a disposition, assignments including without limitation, any necessary endorsement or signature in Secured Party’s own or Pledgor’s name. Pledgor expressly acknowledges that compliance with federal or state securities and instruments in other laws may limit the name disposition of Grantor the Stock Collateral by Secured Party. No disposition of the Stock Collateral by Secured Party following the occurrence and each during the continuance of them (if more than one) as an Event of Default shall be necessary deemed to be a breach of any duty to Pledgor to be commercially reasonable because a better sales price might have been attained through an alternative disposition if Secured Party has acted reasonably and in good faith, or reasonableif Secured Party in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Other Rights Without limiting the generality of the foregoing, Secured Party may at any sale of the Stock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to Persons who will represent and Remedies. Have agree that they are purchasing the Stock Collateral for their own account for investment and exercise not with a view to distribution or sale, to Persons who represent and agree that they are all residents of one particular state, or to Persons who represent and agree that they are sophisticated investors having such net worth that they could withstand the loss of any investment made in purchasing any part or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Stock Collateral, or which is received other similar restrictions, along with restricting the number of purchasers or prospective purchasers of said Stock Collateral. Any purchaser at a sale conducted pursuant to the terms of this Agreement shall hold the property sold absolutely, free from any claim or right on the collection part of Pledgor, and Pledgor hereby waives any right of redemption, stay or sale appraisal under present or future law. Each and every purchaser of any of the CollateralStock Collateral shall be vested with all shareholder’s rights provided by the stock purchased, including without limitation, all voting and dividend rights. Pledgor agrees that Secured Party may purchase the Stock Collateral or any part thereof at any such sale. Any requirement imposed by law regarding the giving to reimbursement Pledgor of prior notice of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether sale or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment other disposition of the Indebtedness of Grantor Stock Collateral shall be deemed reasonable if given by Secured Party in writing at least ten days prior to Lender, with any excess funds to be paid to Grantor as such sale or other disposition specifying the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesstime and place thereof.

Appears in 1 contract

Samples: Stock Pledge and Security Agreement (Fortegra Financial Corp)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs I am in default under this Agreement, at any time thereafter so long as the Event of Default continues uncured, Lender may exercise do any one or more all of the following rights following: ACCELERATE INDEBTEDNESS. Lender may, subject to any cure and remedies: Accelerate Indebtedness. Declare notice provisions required by law, declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, Indebtedness immediately due and payable, without notice of any kind to Grantornotice. Collect the CollateralCOLLECT THE PROPERTY. Collect any of the Collateral Property, and, at Lender’s 's option and to the extent permitted by applicable law, retain possession of the Collateral Property while suing on the Indebtedness. Sell the CollateralSELL THE PROPERTY. Sell the CollateralProperty, at Lender’s 's discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantorme, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees I agree that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor me at the last address Grantor has I have given Lender in writing. I further agree that such notice is sent within a reasonable time if it is sent at least ten (10) days in advance of the time of sale or disposition, except as otherwise required by applicable law. If a public sale is held, there shall will be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral Property is located, setting . The notice will set forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell Under all circumstances, the Indebtedness will be repaid without relief from any securities included in the Collateral in a manner consistent with applicable federal Indiana or other valuation and state securities and insurance appraisement laws. IfRIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY, because of restrictions FINANCIAL ASSETS AND RELATED COLLATERAL. In addition to other rights and remedies granted under such lawsthis Agreement and under applicable law, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the following rights and remedies remedies: (1) register with any issuer or broker or other securities intermediary any of the Property consisting of investment property or financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lender's broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Property consisting of securities, or investment property capable of being delivered; (3) enter into a secured creditor control agreement or power of attorney with any issuer or securities intermediary with respect to any Property consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by me; (4) execute any such control agreement on my behalf and in my name, and hereby irrevocably appoint Lender as agent and attorney-in-fact, coupled with an interest, for the CONSUMER PLEDGE AGREEMENT (CONTINUED) PAGE 4 ================================================================================ purpose of executing such control agreement on my behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Property; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Property consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lender's discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by me. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, at lawand shall fully authorize Lender to issue "entitlement orders" concerning the transfer, redemption, liquidation or disposition of investment collateral, in equity, or otherwise. Application of Proceeds. Apply any cash which is part conformance with the provisions of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the IndebtednessUniform Commercial Code.

Appears in 1 contract

Samples: Consumer Pledge Agreement (Irwin Financial Corporation)

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Stock Pledge Agreement, at any time thereafter so long as Bank may, in its sole discretion and without further notice or demand, (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable; (ii) proceed immediately to exercise any and all of Bank's rights, powers, and privileges with respect to the Stock Collateral, including, without limitation, the right, after ten (10) days' notice of any kind to Grantor. Collect the Collateral. Collect any Pledgor to sell or otherwise dispose of the Stock Collateral and, or any part thereof at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit private or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into in such manner as Bank shall deem reasonable; and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144iii) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or exercise any other owner of right or remedy available to Bank under the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell applicable Uniform Commercial Code or dispose of any securities of such issuer without obtaining Lender’s prior written consentotherwise available by agreement or under federal or state law. Foreclosure. Maintain a judicial suit for foreclosure All rights and sale of the Collateral. Specific Performance. Lender may, remedies herein specified are cumulative and are in addition to or in lieu of such other rights and remedies as may be available to Bank. Bank shall act as the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s authorized agent and attorney-in-fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to execute endorsementstake such action on behalf of Pledgor as will further such a disposition, assignments including, without limitation, any necessary endorsement or signature in its own name. Pledgor expressly acknowledges that compliance with federal or state securities and instruments in other laws may limit the name disposition of Grantor and each the Stock Collateral by Bank. No disposition of them (if more than one) as the Stock Collateral by Bank upon an Event of Default shall be necessary deemed to be a breach of any duty to Pledgor or reasonableto be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if Bank in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Other Rights and Remedies. Have and exercise any or all Without limiting the generality of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeforegoing, Bank may at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the CollateralStock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to persons who will represent and agree that they are purchasing the Stock Collateral for their own account for investment, and not with a view to reimbursement distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Stock Pledge Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives any right of redemption, stay, or appraisal under present or future law. Each and every purchaser of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness Stock Collateral shall be vested with all shareholder's rights provided by the stock purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that Bank or any designee of Grantor Bank or Bank's parent holding company may purchase the Stock Collateral or any part thereof at any sale. Any requirement imposed by law regarding the giving to Lender, with Pledgor of prior notice of any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application sale or other disposition of the proceeds of Stock Collateral shall be deemed reasonable if given by Bank in writing at least ten (10) days prior to such sale or other disposition specifying the Collateral to the Indebtednesstime and place thereof.

Appears in 1 contract

Samples: Loan Agreement (Bankatlantic Bancorp Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessFORECLOSURE BY SALE. Declare all IndebtednessUpon an Event of Default under this Deed of Trust, including any prepayment penalty which Grantor would be required to pay, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable, without payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of any kind default and of election to Grantorcause to be sold the Property, which notice Trustee shall cause to be filed for record. Collect Beneficiary also shall deposit with Trustee this Deed of Trust, the CollateralPromissory Note, and all documents evidencing expenditures secured hereby. Collect any After the lapse of such time as may then be required by law following the recordation of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession notice of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantordefault, and other persons notice of sale having been given as then required by law, notice Trustee, without demand on Trustor, shall sell the Property at least thirty (30) days in advance of the time and place fixed by it in the notice of any public sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that Trustee may postpone sale of all or any requirement portion of reasonable notice as to Grantor is satisfied if Lender mails notice the Property by ordinary mail addressed to Grantor public announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the such time and place of sale, and from time to time thereafter may postpone such sale and a brief description by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the property to be soldtruthfulness thereof. Lender Any person, including Trustor, Trustee or Beneficiary may be a purchaser purchase at any public such sale. Sell SecuritiesAfter deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. Sell JUDICIAL FORECLOSURE. With respect to all or any securities included in part of the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such lawsReal Property, Lender is unable, or believes Lender is unable, to sell shall have the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement grantedfull extent provided by California law. Transfer TitleUCC REMEDIES. Effect transfer of title upon sale of With respect to all or any part of the Collateral. For this purposePersonal Property, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or have all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code, at including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. COLLECT RENTS. Lender shall have the right, in equitywithout notice to Trustor, to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Xxxxxx's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or otherwise. Application of Proceeds. Apply any cash which is part other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Xxxxxx, or which is then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received from in payment thereof in the collection or sale name of the CollateralTrustor and, to reimbursement of any expenses, including any costs negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Xxxxxx's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. APPOINT RECEIVER. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Xxxxxx's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Xxxxxx shall not disqualify a person from serving as a receiver.

Appears in 1 contract

Samples: Nutech Digital Inc

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessFORECLOSURE BY SALE. Declare all IndebtednessUpon an Event of Default under this Deed to Trust, including any prepayment penalty which Grantor would be required to pay, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable, without payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of any kind default and of election to Grantorcause to be sold the Property, which notice Trustee shall cause to be filed for record. Collect Beneficiary also shall deposit with Trustee this Deed of Trust, the CollateralNote, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. Collect any After the lapse of such time as may then be required by sale following the recordation of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession notice of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantordefault, and other persons notice of sale having been given as then required by law, notice Trustee, without demand on Trustor, shall sell the Property at least thirty (30) days in advance of the time and place fixed by it in the notice of any public sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that Trustee may postpone sale of all or any requirement portion of reasonable notice as to Grantor is satisfied if Lender mails notice the Property by ordinary mail addressed to Grantor public announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the such time and place of sale, and from time to time thereafter may postpone such sale and a brief description by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the property to be soldtruthfulness thereof. Lender Any person, including Trustor, Trustee or Beneficiary may be a purchaser purchase at any public such sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal After deducting all costs, fees and state securities expenses of Trustee and insurance laws. Ifof this Trust, because including cost of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer evidence of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costsTrustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lenderthen repaid, with any excess funds to be paid to Grantor as accrued interest at the interests of Grantor may appear. Grantor agreesamount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessperson or persons legally entitled thereto.

Appears in 1 contract

Samples: Newstar Media Inc

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessACCELERATE INDEBTEDNESS. Declare all IndebtednessLender shall have the right at its option without notice to Grantor to declare the entire indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay, immediately due and payable. COLLECT RENTS. Lender shall have the right, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain take possession of the Collateral while suing on Property and collect the IndebtednessRents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is In furtherance of a type customarily sold on a recognized marketthis right, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days have all the rights provided for in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s Lender's right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writingreceive and Collect Rents Section, above. If a public sale is heldthe Rents are collected by Lender, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, then Grantor irrevocably appoints designates Lender as Grantor’s 's attorney-in-fact to execute endorsements, assignments and endorse instruments received in payment thereof in the name of Grantor and each of them (if more than one) as to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of satisfy the rights and remedies of a secured creditor under obligations for which the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costspayments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. APPOINT RECEIVER. Lender shall have the right to have receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure, or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds Property exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Receiver may be appointed by a court of the Collateral to the Indebtednesscompetent jurisdiction upon ex parte application and without notice, not being expressly waived.

Appears in 1 contract

Samples: Business Loan Agreement (Scotts Liquid Gold Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Georgia Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, Lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Appears in 1 contract

Samples: Commercial Security Agreement (American Consumers Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, Agreement at any time thereafter so long as -thereafter, Lender shall have all the Event rights of Default continues uncured, a secured party under the New York Uniform Commercial Code. In addition and without limitation Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to GrantorGrantor (except that in the case of any Event of Default of the type described in the DEFAULT - lnsolvency section herein, such acceleration shall be automatic and not at Lender's option) COMMERCIAL SECURITY AGREEMENT (Continued) Assemble Collateral. Collect Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral, and prior to completion of the removal, disable or otherwise secure the Collateral and, at Lender’s option and to the extent permitted prevent its use by applicable Grantor or any third parties with or without process of law, retain possession of and with or without notice or demand. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lander may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds there-of in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other intended disposition of the Collateral is to be made. HoweverLender may buy the Collateral, no notice need be provided to or any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of saleportion thereof. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is heldor, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where if the Collateral is locatedof the type which is sold in a recognized market or subject to widely distributed price quotations, setting forth at private Sale. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public: or private sale by announcement at the time and place of sale fixed therefor, and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that be made, without further notice, at such time and place announced at such adjournment. The requirements of reasonable notice shall be met if such notice is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in given at least ten (10) days before the Rules time of the Securities and Exchange Commission (such as Regulation D sale or Rule 144) or disposition. All expenses relating to the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in Indebtedness secured by this Agreement or in aid and payable from the proceeds of the execution or enforcement disposition of any power in this Agreement grantedthe Collateral, and shall be payable on demand, with interest at the Note rate from data of expenditure until repaid. Transfer TitleAppoint Receiver. Effect transfer of title upon sale To the extent permitted by applicable law Lander shall have the right to have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Lender's right to the appointment of a receiver shall exist whether or not there is the apparent value of the Collateral exceeds the Indebtedness by a lawsuit substantial amount. The right to a receiver shall be given to Lender regardless of the solvency of Grantor and including without any fees on appealrequirement to give notice to Grantor. Collect Revenues, incurred by Apply Accounts, Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in connection with Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the collection payments, rents, income, and sale of such Collateral and revenues therefrom end hold the same as security for the indebtedness or apply it to the payment of the Indebtedness in such order of preference as Lender may determine. Upon notice from the Lender or upon any Event of Default, the Grantor agrees that all sums of money it receives on payment, settlement or otherwise related to any Collateral, including, without limitation, on any accounts, shall be held by Grantor as trustee for Lender without commingling with any of Grantor's funds and Shall be immediately delivered to the Bank. In so far as the Collateral consists of accounts. general intangibles, insurance policies. instruments, chattel Paper. choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine. Whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive. open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agreesacknowledges that the Lender shall not he obligated in any manner to make any demand, make any inquiry as to the extent permitted nature and sufficiency of any payment received by lawLender. present or file any claim, or take any other action to pay collect or enforce the payment of any deficiency after application of the proceeds of the Collateral amounts which may have been due relate to the IndebtednessCollateral, including without limitation, any amounts due on accounts.

Appears in 1 contract

Samples: Commercial Security Agreement (Surge Components Inc)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Florida Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect COMMERCIAL SECURITY AGREEMENT (Continued) Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part disposition of the Collateral, or which is received from including without limitation the collection or expenses of retaking, holding, insuring, preparing for sale of and selling the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with shall become a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment part of the Indebtedness of Grantor to Lendersecured by this Agreement and shall be payable on demand, with any excess funds to be paid to Grantor as interest at the interests Note rate from date of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexpenditure until repaid.

Appears in 1 contract

Samples: Commercial Security Agreement (Premier Exhibitions, Inc.)

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, lender shall have all the Event rights of Default continues uncureda secured party under the Utah Uniform Commercial Code. In addition and without limitation, Lender lender may exercise any one anyone or more of the following rights and remedies: Accelerate Indebtedness. Declare all lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. lender may require Grantor to deliver to lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of lender may require Grantor to assemble the Collateral and, and make it available to lender at Lender’s option and a place to be designated by lender. lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees lender may take such other goods, provided that lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in lender's own name or that of Grantor. lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall lender will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in Indebtedness secured by this Agreement or in aid and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Appoint Receiver. lender shall have the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale right to have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness.Grantor hereby waives any requirement that the receiver be impartial and disinterested as to all of the parties and agrees that employment by lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. lender may at any time in lender's discretion transfer any Collateral into lender's own name or that of lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on xxx Collateral as lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees on appeal, incurred by Lender in connection with the collection address to which mail and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds payments are to be paid sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to Grantor as the interests payment, shipment, or storage of Grantor any Collateral. To facilitate collection, lender may appear. Grantor agrees, to the extent permitted by law, to pay notify account debtors and obligors on any deficiency after application of the proceeds of the Collateral to the Indebtednessmake payments directly to lender.

Appears in 1 contract

Samples: Remote MDX Inc

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