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Replies to post #4646 on Kronos Advanced Technologies (KNOS)
01/28/20 3:50 PM
2. Acknowledgment of Default.
(a) Kronos hereby acknowledges and agrees that Kronos is in default under the Agreements and in the payment of its Obligations to the Noteholders which entitles the Noteholders to exercise immediately their rights and remedies under the Agreements, applicable law and otherwise. The Noteholders have not waived, presently do not intend to waive, and do not hereby waive, any such defaults and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute any such waiver, including, without limitation, the Noteholders’ right to recover any deficiency from Kronos.
(b) Kronos hereby confirms that Kronos is insolvent, is unable to pay its debts as they become due and does not have sufficient working capital to continue its business or the means to protect the Collateral.
(c) Kronos hereby waives any and all of its rights to notification or otherwise under Section 9-611 of the Uniform Commercial Code ( “ UCC”) as to the sale or other disposition by the Noteholders of the Collateral, under Section 9-620 of the UCC regarding acceptance of the Collateral as discharge of Obligations and under Section 9-623 of the UCC regarding Kronos’s right to redeem the Collateral.
3. Surrender of Collateral.
(a) Kronos hereby surrenders, delivers and grants to the Noteholders peaceful possession of the Collateral wherever located. Such surrender and delivery of the Collateral to the Noteholders is in recognition of the rights of the Noteholders as a secured party under the UCC and other applicable law. Kronos knowingly waives any rights Kronos may have to notice and a hearing before any Court of competent jurisdiction and consents to the Noteholders’ possession, sale, transfer or other disposition of the Collateral, including, but not limited to, the sale, license or other use in any way of Kronos’s trademarks or tradenames in the sale, license, transfer or other disposition of the Collateral. Kronos agrees that the Noteholders may, at any time enter and remove any or all of the Collateral from the premises where the same is located and take such action as they may deem appropriate with respect thereto, and the Noteholders may, at any time, exercise their rights to dispose of any Collateral as provided for under the Agreements and applicable law, without prejudice to any of the rights of the Noteholders, including any claim for any deficiency. All proceeds of the Collateral received and retained by the Noteholders shall be applied by the Noteholders to the Obligations in such order and manner as the Noteholders shall determine in their sole and absolute discretion. Kronos shall be and remain liable for any deficiency until all Obligations are fully and indefeasibly paid and satisfied.
