Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable. (B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full. (C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered. (D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof. (E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine. (F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 8 contracts
Samples: Loan and Security Agreement (Lodgian Inc), Loan and Security Agreement (Lodgian Inc), Loan and Security Agreement (Lodgian Inc)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 2 contracts
Samples: Loan and Security Agreement (Lodgian Inc), Loan and Security Agreement (Lodgian Inc)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(F), 8.1(G), or 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all of the Loan and all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesSites. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property Site and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Site shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the any Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's ’s written request, the Borrowers ratifying all that their said attorney attorney-in-fact shall do by virtue thereof.
(E) Any amounts recovered from the Properties Sites or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine, provided that any payments applied to interest or principal of the Loan shall be made in accordance with the priority set forth in items (iii) and (iv) through (xi) of Section 3.3(a) of the Cash Management Agreement.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 2 contracts
Samples: Loan and Security Agreement (American Tower Corp /Ma/), Loan and Security Agreement (Sba Communications Corp)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney attorney-in-fact shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 2 contracts
Samples: Loan and Security Agreement (Global Signal Inc), Loan and Security Agreement (Global Signal Inc)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the BorrowersBorrower. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Collateral and the Mortgages Pledge Agreement have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose upon the Mortgages Collateral in any manner and for any amounts secured by the Mortgages Collateral then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Mortgage Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Mortgage or any of them Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Collateral shall remain subject to the Mortgage Pledge Agreement to secure payment of sums secured by the Mortgage Collateral and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers Borrower shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers Borrower hereby absolutely and irrevocably appoint appoints Lender as their its true and lawful attorney, coupled with an interest, in their its name and xxxxx stead to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail Borrower fails to do so within ten (10) days of Lender's written request, the Borrowers Borrower ratifying all that their its said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers Borrower pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers Borrower or to impair any remedy, right or power consequent thereon.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Lodgian Inc), Mezzanine Loan Agreement (Lodgian Inc)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.provided
Appears in 2 contracts
Samples: Loan and Security Agreement (Lodgian Inc), Loan and Security Agreement (Lodgian Inc)
Acceleration and Remedies. (Aa) Upon Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, a Majority of Lenders may, in their discretion and without limitation, (i) accelerate the payment of all Secured Indebtedness and demand immediate payment thereof to Lenders (provided, that, upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(GSections 6.1(d) or 6.1(e), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations Secured Indebtedness shall automatically become immediately due and payable), (ii) with or without presentmentjudicial process or the aid or assistance of others, demand, protest, notice enter upon any premises on or in which any of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which Collateral may be exercised without notice located and take possession of the Collateral or demand to anyonecomplete processing, manufacturing and repair of all or any portion of the Loan Collateral, (iii) require Borrower, at Borrower's expense, to assemble and make available to Lenders any part or all of the Collateral at any place and time designated by a Majority of Lenders, (iv) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, (v) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other Obligations disposition thereof or for any other purpose, (vi) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including entering into contracts with respect thereto, public or private sales at any exchange, broker's board, at any office of Lenders or elsewhere) at such prices or terms as a Majority of Lenders may deem reasonable, for cash, upon credit or for future delivery, with Lenders having the right to purchase the whole or any part of the Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of Borrower, which right or equity of redemption is hereby expressly waived and released by Borrower and/or (vii) terminate this Agreement. If any of the Collateral is sold or leased by Lenders upon credit terms or for future delivery, the Secured Indebtedness shall immediately become due not be reduced as a result thereof until payment therefor is finally collected by Lenders. If notice of disposition of Collateral is required by law, five (5) days prior notice by a Lender to Borrower designating the time and payableplace of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice. In the event Lenders institute an action to recover any Collateral or seek recovery of any Collateral by way of prejudgment remedy, Borrower waives the posting of any bond which might otherwise be required.
(Bb) Upon Lenders may apply the occurrence and during the continuance cash proceeds of an Event of DefaultCollateral actually received by Lenders from any sale, all lease, foreclosure or any one or more other disposition of the rights, powers, privileges and other remedies available Collateral to Lender against the Borrowers under this Loan Agreement or any payment of the other Loan DocumentsSecured Indebtedness, or at law in whole or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time part and in such order as Lender a Majority of Lenders may determine in its sole discretionelect, whether or not then due. Borrower shall remain liable to Lenders for the fullest extent permitted by lawpayment of any deficiency with interest at the highest rate provided for herein and all costs and expenses of collection or enforcement, without impairing or otherwise affecting the other rights including reasonable attorneys' fees and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. legal expenses.
(c) Without limiting the generality of the foregoing, if upon the occurrence of an Event of Default which is continuing continuing, each Lender may, at its option, without notice, (i) cease making Loans to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and Borrower and/or (ii) all liens and other rightsterminate, remedies or privileges provided as to Lender shall remain in full force and effect until Lender has exhausted all such Lender, any provision of its remedies against each Property and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and this Agreement providing for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed future Loans to be a waiver of any subsequent Default or Event of Default made by the Borrowers or such Lender to impair any remedy, right or power consequent thereonBorrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Exabyte Corp /De/), Loan and Security Agreement (Exabyte Corp /De/)
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 11.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableApplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 135 TLA CREDIT AGREEMENT Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 11.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Holdco or the Borrower as a direct or indirect owner of any Tax Equity Opco, a Wholly Owned Opco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections Sections 8.1(G), 8.1(H(H), or 8.1(I(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to any of the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Properties and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose any or all of the Mortgages in any manner and for any amounts secured by the Mortgages such Mortgage(s) then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose any of the Mortgage Mortgages to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the any Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the such Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Properties shall remain subject to the Mortgage Mortgages to secure payment of sums secured by the Mortgage Mortgages and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(FE) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against any or all of the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 2 contracts
Samples: Loan and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Loan and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(F) or 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations of the Borrower as to which such Event of Default relates shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the BorrowersObligors. Upon and at any time after the occurrence of any other Event of Default, subject to Section 17.7, at the option of LenderMajority Lenders, which may be exercised with notice to the Collateral Agent but without notice or demand to anyone, all of the Borrower’s Allocated Loan Amount and all or any portion of the Loan and Borrower’s other Obligations shall immediately become due and payable. The Administrative Agent shall give reasonable notice to the Backup Servicer (including as Successor Servicer) and the Collateral Agent of its determinations under this Section.
(B) Upon the occurrence and during the continuance of an Event of Default, subject to Section 17.7, at the option of the Majority Lenders, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent or the Collateral Agent against the Borrowers Borrower and its Obligors under this Loan Agreement (including Article X and Annex A-3 hereto) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender the Administrative Agent or the Collateral Agent at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Collateral Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesBorrower’s Collateral. Any such actions taken by Lender the Administrative Agent and/or the Collateral Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent and/or the Collateral Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing with respect to the Borrower (i) to the fullest extent permitted by law, Lender neither the Administrative Agent nor the Collateral Agent shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent and the Collateral Agent shall remain in full force and effect until Lender the Administrative Agent and the Collateral Agent has exhausted all of its their remedies against each Property the Borrower’s Sites, if any, Contracts and the Mortgages Mortgages, if any, have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Borrower’s Obligations or the such Obligations have been paid in full. For the avoidance of doubt, and notwithstanding anything contained herein or in Annex A-4 to the contrary, the Collateral Agent shall only perform its powers and/or other remedies contained in this Section 8.2(B) and Annex A-4 at the written direction of the Administrative Agent (acting pursuant to the written direction of the Majority Lenders) and shall be entitled to request indemnity satisfactory to it against any risk or liability related to its exercise of such power or remedy.
(C) Lender shall Upon the occurrence and during the continuance of an Event of Default, subject to Section 17.7, the Collateral Agent shall, at the direction of the Administrative Agent, have the right from time to time to partially foreclose the Mortgages on the Borrower’s Sites in any manner and for any amounts secured by the such Mortgages then due and payable as determined directed by Lender in its sole discretion the Administrative Agent including, without limitation, the following circumstances: (i) in the event the Borrowers default Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender the Collateral Agent may foreclose the such Mortgage to recover such delinquent payments, or (ii) in the event Lender the Collateral Agent at the direction of the Administrative Agent elects to accelerate less than the entire outstanding principal balance of the LoanAdvances made to the Borrower, Lender the Collateral Agent may foreclose any the Borrower’s Mortgage or any of them to recover so much of the principal balance of the Loan as Lender the Administrative Agent may accelerate and such other sums secured by the Mortgage as Lender the Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Property Site shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender subject to Section 17.7, Collateral Agent shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender the Administrative Agent, shall determine in its sole discretion direct for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers Obligors shall execute and deliver to Lender the Collateral Agent from time to time, within ten (10) days after the request of Lenderthe Administrative Agent, a severance agreement and such other documents as Lender the Administrative Agent shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lenderthe Administrative Agent. The Borrowers Obligors hereby absolutely and irrevocably appoint Lender the Administrative Agent as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers Obligors fail to do so within ten (10) days of Lender's the Collateral Agent’s or Administrative Agent’s written request, the Borrowers Obligors ratifying all that their said attorney attorney-in-fact shall do by virtue thereof.
(E) Any amounts recovered from the Properties Sites, Contracts or any other collateral Collateral for the Loan of the Borrower after an Event of Default may with respect to the Borrower shall be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such orderPaying Agent, priority and proportions as Lender in its sole discretion shall determinepursuant to Section 7.2.
(F) Upon the occurrence and during the continuance of an Event of Default, all rights of each related Obligor and each related Holding Company to exercise the voting and other consensual rights it would otherwise be entitled to exercise in or related to the Capital Stock of any Obligor which it owns, directly or indirectly, shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole right to exercise such voting and other consensual rights.
(G) Upon the occurrence and during the continuance of an Event of Default, all rights of each related Obligor and each related Holding Company to receive Distributions which it would otherwise be authorized to receive and retain pursuant to or related to the Capital Stock of any Obligor which it owns, directly or indirectly, shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral.
(H) Upon the occurrence and during the continuance of an Event of Default, the Borrower, its related Obligors and its Holding Company agree that the Collateral Agent may, at any time and from time to time, subject to Section 17.7, cause such Obligor or Holding Company to distribute any cash proceeds resulting from the enforcement of rights exercised by the Collateral Agent on behalf of the Lenders on the Collateral then held by such Obligor or Holding Company, or any other cash of such Obligor, to the Collateral Agent on behalf of the Lenders to satisfy the Borrower’s Obligations by (i) submitting a notice to the applicable bank in respect of the applicable bank account where such proceeds are required to be held pursuant to the operating agreement of such Obligor that the Collateral Agent is exercising its rights as secured party in such bank account to make such distribution, such notice to be in the form as the Administrative Agent, in its sole and absolute discretion, may determine or (ii) such other methods as the Administrative Agent shall determine in its sole and absolute discretion.
(I) [Intentionally Omitted].
(J) [Intentionally Omitted].
(K) The rights, powers and remedies of Lender the Administrative Agent and Collateral Agent under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender the Collateral Agent and Administrative Agent may have against the Borrowers Obligors pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's The Collateral Agent’s and Administrative Agent’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender either of the agents may determine in Lender's their sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers any Obligors shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers any Obligor or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Digital Landscape Group, Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default, in addition to any other rights or remedies available to it hereunder or under any other Loan Document or at law or in equity, Lender may exercise any or all of the following rights and remedies as it may deem necessary or appropriate:
(a) Declare the outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon and all other sums due hereunder or under any other Loan Document, to be immediately due and payable in full;
(b) Cease making any further disbursements or Advances hereunder; Back to Contents
(c) Enter upon the Premises and take possession thereof, together with the Improvements in the course of construction or completed and all materials, supplies, tools, equipment and construction facilities and appliances located thereon, and proceed either in the name of Lender or in the name of Borrower as the attorney-in-fact of Borrower (which authority is coupled with an interest and is irrevocable by Borrower) as Lender shall elect, to complete the New Improvements at the cost and expense of Borrower. If Lender elects to complete or cause the New Improvements to be so completed, it shall have the right at any time to discontinue any work without liability. If Lender elects to complete or cause the New Improvements to be so completed, it shall not assume any liability to Borrower or any other Person for completing the New Improvements or for the manner or quality of construction of the New Improvements except arising from gross negligence or willful misconduct of Lender, and Borrower expressly waives any such liability. In addition, it may complete or cause the New Improvements to be completed according to the terms of the Plans and Specifications or according to such changes, alterations or modifications in and to the Plans and Specifications as Lender shall deem expedient or necessary and Lender may enforce or cancel all contracts entered into as aforesaid or make other contracts which Lender, in its sole discretion, may deem advisable, and Borrower shall be liable to pay Lender upon demand any amounts reasonably expended by Lender or its representatives for such performance, together with any reasonable costs, charges or expenses incident thereto or otherwise incurred or expended by Lender or its representatives on behalf of Borrower in connection with the New Improvements, and the amounts so expended shall bear interest at the Default described Rate set forth in the Note and shall be considered part of the indebtedness evidenced by the Note and secured by the Mortgage. Borrower irrevocably appoints Lender as its attorney-in-fact, with full power of substitution, to complete the New Improvements in Borrower’s name, or Lender may elect to complete construction in its own name;
(d) Exercise all other remedies available to Lender under any of Subsections 8.1(G), 8.1(Hthe Loan Documents (subject to any applicable limitations on liability contained in the Loan Documents), or 8.1(I)available to Lender under applicable Law, it being the intention of the parties that the remedies provided in this Agreement shall be in addition to and not in substitution of the rights and remedies which would otherwise be vested in Lender at law or in equity, all of which rights and remedies are specifically reserved by Lender, and the failure of Lender to exercise any remedy herein provided shall not constitute a waiver by Lender nor preclude the resort to any other appropriate remedy or remedies herein provided or prevent the subsequent or concurrent resort to any other remedy or remedies which by law or equity shall be vested in Lender for the recovery of damages or otherwise in the event of a breach of any of the undertakings of Borrower hereunder, and any waiver by Lender of any rights or remedies hereunder must, to be effective, be in writing, and such waiver shall be limited in its effect to the condition or default specified therein, but no such waiver shall extend to any subsequent condition or default or impair any right consequent thereon;
(e) If an Event of Default specified in subsections (e) or (f) of Section 10.1 shall occur or exist, then, in addition to all other rights and remedies which Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the unpaid principal amount of and the Loan, interest accrued interest and fees on the Loan thereon and all other Obligations obligations of Borrower to Lender shall automatically become immediately due and payable, payable without presentment, demand, protest, protest or notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon waived, and at any time after the occurrence of any an action therefor shall immediately accrue, and in addition, Lender may exercise such other Event of Default, at the option of Lender, which remedies as may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documentsapplicable Law; Back to Contents
(f) It is agreed that, or at law or in equity, may be exercised by Lender at any time and from time addition to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity hereunder or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Defaultunder Law, Lender shall have the right from time to time to sever institute proceedings in equity or other appropriate proceedings for the Note and specific performance of any covenant or agreement made in any of the other Loan Documents into one or more separate notes, mortgages and other security documents for an injunction against the violation of any of the terms of any of the Loan Documents or in such denominations as aid of the exercise of any power granted in any of the Loan Documents or by Law or otherwise;
(g) Lender shall determine have and is hereby granted, as security for all liabilities of Borrower to Lender, a right of set-off, a lien upon and a security interest in all property of Borrower now or at any time hereafter in Lender’s possession in any capacity whatsoever, including, without limitation, any balance or share of any deposit, trust or agency account;
(h) In the event that any proceeding is instituted on this Agreement or judgment is entered on any note, bond, separate warrant of attorney or mortgage for recovery and reimbursement of any sum expended by Lender or its sole discretion for purposes representatives in connection with the completion of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to timethe New Improvements, within ten (10) days after a statement of such expenditures, verified by the request affidavit of an officer of Lender, a severance agreement shall be prima facie evidence of the amounts so expended and of the propriety of and necessity for such other documents expenditures, and the burden of proving the contrary shall be upon Borrower;
(i) During the continuance of any Event of Default, Lender is appointed as attorney-in-fact of Borrower for the purposes of carrying out the provisions of this Section 10.2 and taking any action and executing any instruments which Lender shall reasonably request in order may deem necessary or advisable to effect accomplish the severance described in the preceding sentencepurposes hereof, all in form which appointment as attorney-in-fact is irrevocable and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of If any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I)has occurred and is continuing, the holder of the Note may at any time at its option, by notice or notices to the Company, declare the Note to be immediately due and payable.
(b) Upon the Note becoming due and payable under this Section 7.2, the Note will forthwith mature, and the entire unpaid principal Principal Sum, plus (i) all accrued and unpaid interest thereon, and (ii) an amount equal to ten percent (10%) of and accrued interest and fees on the Loan and unpaid Principal Sum, shall all other Obligations shall automatically become be immediately due and payable, in each and every case without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements of any kindfurther notice, all of which are hereby expressly waived by waived, and the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations holder thereof shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of entitled to exercise its rights and remedies as a secured party under any the Security Agreement and the Uniform Commercial Code. If the Company shall fail to pay the Principal Sum and all accrued and unpaid interest on the Maturity Date, the Company shall immediately issue to the holder an additional warrant for the purchase of 500,000 shares of Common Stock, with an exercise price equal to the average Closing Price for the thirty (30) trading days immediately preceding the Maturity Date, and otherwise in the form of the Loan Documents with respect Warrant attached hereto as Exhibit C.
(c) If any Event of Default has occurred and is continuing, and irrespective of whether the Note has been declared immediately due and payable under paragraph (a) of this Section 7.2, the holder of the Note may proceed to the Properties. Any such actions taken protect and enforce its rights by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, an action at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, suit in equity or contract or as set forth other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the other Loan Documents. Without limiting the generality Note, or for an injunction against a violation of any of the foregoingterms hereof or thereof, if an Event or in aid of Default is continuing (i) to the fullest extent permitted exercise of any power granted hereby or thereby or by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in fullotherwise.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Convertible Secured Note Purchase Agreement (Neoprobe Corp)
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any of Subsections 8.1(Gprincipal not so declared to be due and payable may thereafter be declared to be due and payable), 8.1(H), or 8.1(I), and thereupon the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately Loans so declared to be due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or together with accrued interest thereon and all fees and other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion obligations of the Loan and other Obligations Borrower accrued hereunder, shall immediately become due and payable.payable immediately, and the Borrower shall Cash Collateralize the LC
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 9.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of Fund IV Holdco or the Borrower as a direct or indirect owner of the Tax Equity Opco, the Wholly-Owned Opco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Loan Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableapplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have . [***] Confidential treatment has been requested for the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunderbracketed portions. The Borrowers shall execute confidential redacted portion has been omitted and deliver to Lender from time to time, within ten (10) days after filed separately with the request of Lender, a severance agreement Securities and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereofExchange Commission.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Collateral and the Mortgages Pledge Agreement have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose upon the Mortgages Collateral in any manner and for any amounts secured by the Mortgages Collateral then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Mortgage Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Mortgage or any of them Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Collateral shall remain subject to the Mortgage Pledge Agreement to secure payment of sums secured by the Mortgage Collateral and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx stead to make and execute all documents reasonably necessary to effect xxxxxt the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections Sections 8.1(G), 8.1(H(H), or 8.1(I(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Propertiesany Individual Property or Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each all the Property and the Mortgages have other Collateral and each Mortgage and other Lien in favor of Lender has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or and the Obligations have been paid in full.
(C) Lender shall have the right from time to time to foreclose or partially foreclose the Mortgages or cause to be foreclosed or partially foreclosed or exercise or cause to be exercised, fully or partially, any power of sale with respect to each Mortgage in any manner and in any order and for any amounts secured by the Mortgages such Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the each or any Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage each or any of them Mortgage to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the applicable Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the each Mortgage to secure payment of sums secured by the each Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties Property or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or 78 any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(FE) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers Borrower pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers Borrower or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(Gunder Sections 9.1(J), 8.1(H), (K) or 8.1(I(L), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically automatically, without notice, become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payablepayable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by each Borrower Party.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesProperty. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each the Property and the Mortgages Security Instruments have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose one or more of the Mortgages Security Instruments in any manner and for any amounts secured by the Mortgages such Security Instruments then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default if Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Mortgage Security Instruments to recover such delinquent payments, or (ii) in the event if Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Mortgage or any of them Security Instruments to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Security Instruments as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage Security Instruments to secure payment of sums secured by the Mortgage Security Instruments and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties Property or any other collateral for the Loan after during the continuance of an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(FE) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers Borrower pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers Borrower or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Collateral and the Mortgages Pledge Agreement have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose upon the Mortgages Collateral in any manner and for any amounts secured by the Mortgages Collateral then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Mortgage Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Mortgage or any of them Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Collateral shall remain subject to the Mortgage Pledge Agreement to secure payment of sums secured by the Mortgage Collateral and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx stead to make and execute all documents reasonably necessary to effect exxxxx the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Loan Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableapplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections Sections 8.1(F), 8.1(G), or 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all of the Loan and all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesSites. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property Site and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Site shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the any Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's ’s written request, the Borrowers ratifying all that their said attorney attorney-in-fact shall do by virtue thereof.
(E) Any amounts recovered from the Properties Sites or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine, provided that any payments applied to interest or principal of the Loan shall be made in accordance with the priority set forth in items (iii) and (ix) through (xvii) of Section 3.3(a) of the Cash Management Agreement.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (American Tower Corp /Ma/)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised excercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable paybale as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10ten(10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx stead to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in Default, the Indenture Trustee shall, at the written direction of a Majority of Noteholders, accelerate the maturity of the Notes by declaring all of the Notes immediately due and payable, by written notice to the Issuer and the Servicer. Upon any of Subsections 8.1(G), 8.1(H)such declaration, or 8.1(Iautomatically upon the occurrence of an Event of Default of the types specified in Sections 10.01(c) through 10.01(e), the aggregate Outstanding Class Principal Balances of all Classes of Notes together with accrued and unpaid principal amount interest thereon through the date of and accrued interest and fees on the Loan acceleration, any applicable Prepayment Consideration and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice subject to the provisions of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at Section 15.18.
(a) At any time after a declaration of acceleration of maturity or an automatic acceleration of maturity has been made and before a judgment or decree for payment of the occurrence amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, a Majority of any Noteholders may, with written notice to the Issuer, the Servicer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and
(B) all sums paid or advanced by the Indenture Trustee and the Servicer hereunder and the reasonable compensation, expenses, disbursements, indemnities and advances of the Indenture Trustee and the Servicer and their agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 and to the Servicer under the Transaction Documents shall have been paid in full; and
(ii) all Events of Default, at other than the option of Lender, which may be exercised without notice or demand to anyone, all or any portion nonpayment of the Loan principal and other Obligations shall immediately interest of the Notes that has become due and payablesolely by such acceleration, have been cured or waived as provided in Section 10.15.
(Bb) Upon the occurrence and during the continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has Knowledge, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Indenture Trustee against the Borrowers Issuer (or the Guarantor) under this Loan Agreement Base Indenture or any of the other Loan Transaction Documents, or at law or in equity, may be exercised by Lender the Indenture Trustee (at the direction of a Majority of Noteholders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the PropertiesIP Address Assets, the Assets, the Customer IP Address Leases or the other Collateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Indenture Trustee (at the direction of a Majority of Noteholders) shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Indenture Trustee (at the direction of a Majority of Noteholders) may determine in its sole discretiondetermine, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender the Indenture Trustee permitted by law, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender the Indenture Trustee shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Indenture Trustee shall remain in full force and effect until Lender the Indenture Trustee (at the direction of a Majority of Noteholders) has exhausted all of its remedies against each Property IP Address Asset, the Assets, the Customer IP Address Leases and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction other Collateral and the proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(Ec) Any amounts recovered with respect to the Collateral and the proceeds from any of the Properties or any other collateral foregoing for the Loan Notes after an Event of Default may shall be applied by Lender toward the Indenture Trustee after payment of any interest and/or principal fees, costs, indemnities and expenses incurred by or due and owing to the Indenture Trustee and the Servicer, in accordance with the priorities set forth in Section 5.01(a). Notwithstanding anything contained herein to the contrary, in no event shall the Indenture Trustee be liable or responsible for the supervision of or for the acts or omissions of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power Servicer taken or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed omitted to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.taken in connection with this Article X.
Appears in 1 contract
Samples: Base Indenture (Cogent Communications Holdings, Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesProperty. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each the Property and the Mortgages have Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages Mortgage in any manner and for any amounts secured by the Mortgages Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers Borrower shall execute and deliver to Lender from time to time, within ten (10) days promptly after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers Borrower hereby absolutely and irrevocably appoint appoints Lender as their its true and lawful attorney, coupled with an interest, in their its name and xxxxx stead to make and execute all documents reasonably necessary or desirable to effect the aforesaid severance if upon the Borrowers fail to do so within ten (10) days occurrence and during the continuance of Lender's written requestan Event of Default, the Borrowers Borrower ratifying all that their its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender's intent to exercise its rights under such power.
(E) Any amounts recovered from the Properties Property or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers Borrower pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers Borrower or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (HRPT Properties Trust)
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure; and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 9.01(e) or (f) in respect of any Loan Party or SREC Seller Party, any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Loan Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableapplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 9.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Guarantor or the Borrower as a direct or indirect owner of any Tax Equity Fund, a Wholly-Owned Fund, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Loan Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableapplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Collateral and the Mortgages Pledge Agreement have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose upon the Mortgages Collateral in any manner and for any amounts secured by the Mortgages Collateral then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Mortgage Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Mortgage or any of them Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Collateral shall remain subject to the Mortgage Pledge Agreement to secure payment of sums secured by the Mortgage Collateral and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx stead to make and execute all documents reasonably necessary to effect exxxxx the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), ) or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Propertiesany Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Properties and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Upon the occurrence of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgages any Mortgage in any manner and for any amounts secured by the Mortgages such Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers Borrower default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the any Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the any Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the such Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Properties shall remain subject to the Mortgage Mortgages to secure payment of sums secured by the Mortgage Mortgages and not previously recovered.
(D) During Upon the continuance occurrence of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers Borrower shall execute and deliver to Lender from time to time, within ten (10) days promptly after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers Borrower hereby absolutely and irrevocably appoint appoints Lender as their its true and lawful attorney, coupled with an interest, in their its name and xxxxx stead to make and execute all documents reasonably necessary or desirable to effect the aforesaid severance if upon the Borrowers fail to do so within ten (10) days occurrence and during the continuance of Lender's written requestan Event of Default, the Borrowers Borrower ratifying all that their its said attorney shall do by virtue thereof; provided, however, Lender -------- ------- shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender's intent to exercise its rights under such power.
(E) Any amounts recovered from the Properties any Property or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers Borrower pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers Borrower or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections Sections 8.1(G), 8.1(H(H), or 8.1(I)(I) and during the continuance thereof, the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of and during the continuation of any other Event of Default, at the option of Lender, which may be exercised without further notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence of and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to any of the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Properties and the Mortgages have Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose any of the Mortgages in any manner and for any amounts secured by the Mortgages such Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose all or any of the Mortgage Mortgages to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage all or any of them the Mortgages to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage such Mortgage(s) as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Properties shall remain subject to the applicable Mortgage to secure payment of sums secured by the such Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(FE) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Education Realty Trust, Inc.)
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the written request of the Majority Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon, the Make-Whole Amount determined in respect of such principal amount and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately; (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account and (iv) terminate and replace the Manager under Management Agreement, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) (Involuntary Bankruptcy; Appointment of Receiver, etc) or Section 10.01(f) (Voluntary Bankruptcy; Appointment of Receiver, etc) in respect of any Loan Party or SREC Seller Party, any outstanding Commitments shall automatically terminate and the principal of Subsections 8.1(Gthe Loans then outstanding, together with (x) accrued interest thereon (including, but not limited to, interest accrued thereon at the applicable Post-Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable Laws), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower. Upon the occurrence and during the continuance of any Event of Default, and irrespective of whether any Loans have become or have been declared immediately due and payable under this Section, each Lender shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Lender under and in accordance with the provisions of the other Loan Documents to which it is a party or any applicable Law, including the right to proceed to protect and enforce the rights of such Lender by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Loan Document, or for an injunction against a violation of any of the terms [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.
(b) At any time after the occurrence Loans have been declared due and payable pursuant to Section 10.02(a), the Majority Lenders may rescind and annul any such declaration and its consequences if (i) the Borrower has paid all overdue interest on the Loans, all principal of and Make-Whole Amount, if any, on any Loans that are due and payable and are unpaid other Event than by reason of Defaultsuch declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Loans, at the option of Lenderapplicable Post-Default Rate, (ii) neither the Borrower nor any other Person shall have paid any amounts which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately have become due solely by reason of such declaration and payable(iii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Loans. No rescission and annulment under Section 10.02(b) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.
(Bc) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender the Administrative Agent (acting on the written instructions of the Majority Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent or Collateral Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretiondetermine, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Secured Parties permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender no Secured Party shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Secured Parties shall remain in full force and effect until Lender has each of the Secured Parties have exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full. The rights and remedies set forth in this Section 10.02 (Acceleration and Remedies) are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document.
(Cd) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall have not succeed to the right from time to time to partially foreclose rights of any Guarantor or the Mortgages in Borrower as a direct or indirect owner of any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent paymentsFund, or (ii) an assignee of any such Person, until after the Recapture Period for the last Eligible Project Placed in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject Service with respect to the Mortgage to secure payment Person(s) of sums secured by which the Mortgage and Lender would become a direct or indirect owner, regardless whether or not previously recovered.
(D) During the continuance of exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Article XI. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereofAdministrative Agent.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(F), 8.1(G), or 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.‑90‑
(BA) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by the Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesSites. Any such actions taken by the Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, the Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Lender shall remain in full force and effect until the Lender has exhausted all of its remedies against each Property Site and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(CB) Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by the Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event the Lender elects to accelerate less than the entire outstanding principal balance of the Loan, the Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as the Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as the Lender may elect. Notwithstanding one or more partial foreclosures, the Property Site shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(DC) During the continuance of an Event of Default, the Lender shall have the right from time to time to sever the any Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as the Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to the Lender from time to time, within ten (10) days after the request of the Lender, a severance agreement and such other documents as the Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to the Lender. The Borrowers hereby absolutely and irrevocably appoint the Lender as their true and lawful attorney‑91‑ attorney‑in‑fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of the Lender's ’s written request, the Borrowers ratifying all that their said attorney attorney‑in‑fact shall do by virtue thereof.
(ED) Any amounts recovered from the Properties Sites or any other collateral for the Loan after an Event of Default may be applied by the Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as the Lender in its sole discretion shall determine, provided that any payments applied to interest or principal of the Loan shall be made in accordance with the priority set forth in items (iii) and (iv) through (xi) of Section 3.3(a) of the Cash Management Agreement.
(FE) The rights, powers and remedies of the Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which the Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. The Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as the Lender may determine in the Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Sba Communications Corp)
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. accordance with the provisions of the other Financing Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableApplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan Loans (or any of them) and all other Obligations of any of the Borrowers shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan Loans (or any of them) and other Obligations of any of the Borrowers shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan DocumentsDocuments of any of the Borrowers, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations of any of the Borrowers shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations of any of the Borrowers or the Obligations of all of the Borrowers have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the LoanLoans, or any of them, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan Loans as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note Notes of each of the Borrowers and the other Loan Documents of each of the Borrowers into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney attorney-in-fact shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan Loans after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan Loans, or any of them, and/or any other amounts due under the Loan Documents of any of the Borrowers in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan DocumentsDocuments of any of the Borrowers, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Acceleration and Remedies. (Aa) Upon the occurrence and during the continuance of any Event of Default described in and at any time thereafter during the continuance of Subsections 8.1(G), 8.1(H), or 8.1(I)such Event of Default, the unpaid Administrative Agent shall, at the request of the Required Lenders, take any or all of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount of not so declared to be due and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at in addition to the option exercise of Lenderremedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Loan Documents to which may be exercised without notice or demand to anyone, all it is a party or any portion of the Loan and other Obligations shall immediately become due and payableapplicable Law.
(Bb) Upon the occurrence and during the continuance continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Administrative Agent against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law Law or in equity, may be exercised by Lender the Administrative Agent (acting on the instructions of the Required CPAM: 12877541.11 Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral and the proceeds from any of the foregoing. Any such actions taken by Lender the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by lawLaw, without impairing or otherwise affecting the other rights and remedies of Lender the Administrative Agent permitted by lawLaw, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by lawLaw, Lender the Administrative Agent shall not be subject to any "“one action" ” or "“election of remedies" law ” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Administrative Agent shall remain in full force and effect until Lender the Administrative Agent has exhausted all of its remedies against each Property the Collateral and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction proceeds from any of the Obligations foregoing or the Obligations have been paid in full.
(Cc) Lender shall have the The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right from time to time to partially foreclose the Mortgages or remedy provided for in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage this Agreement or any of them to recover so much of the principal balance of the other Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredDocument.
(Dd) During Anything herein to the continuance contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. (Aa) Upon If any Default occurs, Agent may (and at the occurrence and during written request of the continuance of any Event of Default described in any of Subsections 8.1(GRequisite Lenders shall), 8.1(H)notwithstanding the provisions of Section 362 of the Bankruptcy Code but subject to any provision of the Interim Order or Final Order, without any application, motion or notice to, or 8.1(I)order from, the unpaid principal amount Bankruptcy Court, terminate or suspend the obligations of the Lenders to make a Loan hereunder, or declare the Obligations to be due and accrued interest and fees on payable, or both, whereupon the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, protest or notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are the Borrower hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payablewaives.
(Bb) If, within 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make a Loan hereunder as a result of any Default and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.
(c) Upon the occurrence of a Default and during notwithstanding the continuance provisions of an Event of Default, all or any one or more Section 362 of the rightsBankruptcy Code but subject to any provision of the Interim Order or Final Order, powerswithout any application, privileges motion or notice to, or order from, the Bankruptcy Court, the Agent may (and other shall at the direction of the Required Lenders), exercise any or all of the following rights and remedies:
(i) Those rights and remedies available to Lender against a secured party under the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, Illinois UCC (whether or not all the Illinois UCC applies to the affected Collateral) or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing applicable law (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, any law governing the following circumstances: exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement or otherwise.
(ii) Without notice, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.
(d) Upon the request of the Agent after the occurrence of a Default and notwithstanding the provisions of Section 362 of the Bankruptcy Code but subject to any provision of the Interim Order or Final Order, without any application, motion or notice to, or order from, the Bankruptcy Court, the Borrower and the other Credit Parties will:
(i) Assemble and make available to the Agent the Collateral and all records relating thereto at any place or places specified by the Agent.
(ii) Permit the Agent, by the Agent's representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral and to remove all or any part of the Collateral.
(e) The proceeds of the Collateral shall be applied by the Agent to payment of the Obligations in the event the Borrowers default beyond any applicable grace period in the following order:
(i) FIRST, to payment of one all costs and expenses of the Agent incurred in connection with the collection and enforcement of the Obligations;
(ii) SECOND, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees, pro rata among the Lenders and their Affiliates in accordance with the amount of such accrued and unpaid interest and fees owing to each of them;
(iii) THIRD, to payment of the principal of the Obligations, pro rata among the Lenders and their Affiliates in accordance with the amount of such principal then due and unpaid owing to each of them; and
(iv) FOURTH, to payment of any Obligations (other than those listed above) pro rata among those parties to whom such Obligations are due in accordance with the amounts owing to each of them.
(f) The Borrower and each other Credit Party hereby waives notice of the time and place of any public sale or more scheduled payments the time after which any private sale or other disposition of principal and interestall or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, Lender may foreclose any notice made shall be deemed reasonable if sent to the Mortgage Borrower or other applicable Credit Party, addressed as set forth in Section 13.1, at least ten days prior to recover (i) the date of any such delinquent payments, public sale or (ii) in the event Lender elects time after which any such private sale or other disposition may be made. Agent shall have no obligation to accelerate less than clean-up or otherwise prepare the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recoveredCollateral for sale.
(Dg) During Upon the continuance occurrence of an Event of a Default, Lender the Agent shall have be entitled to occupy and use any premises owned or leased by the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties Borrower or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of Credit Party where any interest and/or principal of the Loan and/or Collateral or any records relating to the Collateral are located until the Obligations are paid or the Collateral is removed therefrom, whichever first occurs, without any obligation to pay the Borrower or any other amounts due under the Loan Documents in Credit Party for such order, priority use and proportions as Lender in its sole discretion shall determineoccupancy.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Credit Agreement (Ual Corp /De/)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(Gunder Sections 9.1(J), 8.1(H), (K) or 8.1(I(L), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically automatically, without notice, become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence and during the continuance of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payablepayable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by each Borrower Party.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers Borrower under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesCollateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Collateral and the Mortgages have Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgages Pledge Agreement in any manner and for any amounts secured by the Mortgages Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default if Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Pledge Agreement to recover such delinquent payments, or (ii) in the event if Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage or any of them Pledge Agreement to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Collateral shall remain subject to the Mortgage Pledge Agreement to secure payment of sums secured by the Mortgage Pledge Agreement and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral Collateral for the Loan after during the continuance of an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(FE) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers Borrower pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers Borrower or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Storage Trust II, Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of If any Event of Pledgor Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I)occurs, the unpaid principal amount of and accrued interest and fees on Agent ------------------------- shall, if so requested by the Loan and all other Obligations shall automatically become immediately due and payableRequired Lenders, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration exercise any or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon rights and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under provided in this Loan Pledge Agreement or any of other Credit Document, in the Uniform Commercial Code as in effect in Illinois or by any other Loan Documentsapplicable law. Without limiting the foregoing, or at law or in equitywhenever Pledgor Default shall exist and be continuing the Agent (a) shall, may be exercised if so requested by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Properties. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretionRequired Lenders, to the fullest extent permitted by applicable law, without impairing notice, advertisement, hearing or otherwise affecting the other rights and remedies process of Lender permitted by lawlaw of any kind, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) sell any or all of the Collateral, free of all rights and claims of any Pledgor therein and thereto, at any public or private sale or brokers' board and (ii) bid for and purchase any or all of the Collateral at any such public sale; and (b) shall have the right, for and in the name, place and stead of any Pledgor, to execute endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. Each Pledgor hereby expressly waives, to the fullest extent permitted by applicable law, Lender any and all notices, advertisements, hearings or process of law in connection with the exercise by the Agent of any of its rights and remedies during the continuance of a Pledgor Default. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall not be subject deemed reasonably and properly given if mailed by certified or registered mail at least ten (10) days before such disposition, postage prepaid, addressed to any "one action" Pledgor, either at the address of such Pledgor shown below, or "election at any other address of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property and such Pledgor appearing on the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction records of the Obligations or Agent. Any proceeds of any of the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured Collateral may be applied by the Mortgages then due and payable as determined by Lender Agent to the payment of expenses in its sole discretion connection with the Collateral, including, without limitation, reasonable attorneys' fees and legal expenses, and any balance of such proceeds may be applied by the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in Agent toward the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the LoanLiabilities, Lender and in such order of application, as the Agent may foreclose the Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time elect (and, after payment in full of all Liabilities, any excess shall be delivered to sever the Note and the other Loan Documents into one applicable Pledgor or more separate notes, mortgages and other security documents in such denominations as Lender a court of competent jurisdiction shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunderdirect). The Borrowers shall execute and deliver Agent is hereby authorized to Lender from time to time, within ten (10) days after the request comply with any limitation or restriction in connection with any sale of Lender, a severance agreement and such other documents Collateral as Lender shall reasonably request it may be advised by counsel is necessary in order to effect (a) avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the severance described in number of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to persons or entities who will represent and agree that they are purchasing for their own account for investment and not with a view to the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect distribution or resale of such Collateral) or the aforesaid severance if the Borrowers fail to do so within ten (10) days loss of Lender's written request, the Borrowers ratifying all that their said attorney shall do by virtue thereof.
(E) Any amounts recovered from the Properties or any other collateral qualifying facility status for the Loan after an Event of Default may be applied by Lender toward the payment of Facility or (b) obtain any interest and/or principal required approval of the Loan and/or sale or of the purchase by any other amounts due under the Loan Documents governmental regulatory authority or official, and each Pledgor agrees that such compliance shall not result in such order, priority sale being considered or deemed not to have been made in a commercially reasonable manner and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against that the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers Agent shall not be construed liable or accountable to be a waiver such Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any subsequent Default such limitation or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereonrestriction.
Appears in 1 contract
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(F) or 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of the Promissory Certificates and accrued interest and fees on the Loan thereon and all other Obligations of the Company as to which such Event of Default relates shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the BorrowersObligors. Upon and at any time after the occurrence of any other Event of Default, at subject to Section 17.8, all of the option of Lender, which may be exercised without notice or demand to anyone, Company’s Allocated Certificate Amount and all or any portion of the Loan and Company’s other Obligations shall immediately become due and payablepayable upon the Majority Holders providing notice to the Collateral Agent, the Paying Agent and the Company, but without demand to anyone. If the Backup Servicer is Successor Servicer, the Majority Holders shall also give reasonable notice to the Successor Servicer, of its determinations under this Section.
(B) Upon the occurrence and during the continuance of an Event of Default, subject to Section 17.8, at the option and written direction of the Majority Holders, all or any one or more of the rights, powers, privileges and other remedies available to Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, against the Borrowers Company and its Obligors under this Loan Agreement (including Article X and Annex A-3 hereto) or any of the other Loan Finance Documents, or at law or in equity, may be exercised by Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender the Collateral Agent (or its designee) or the Backup Servicer (as Successor Servicer), as applicable, shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Finance Documents with respect to the PropertiesCompany’s Collateral. Any such actions taken by Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender the Collateral Agent (acting pursuant to the written direction of the Majority Holders) or the Backup Servicer (as Successor Servicer), as applicable, may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, permitted by law, equity or contract or as set forth herein or in the other Loan Finance Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing with respect to the Company (i) to the fullest extent permitted by law, Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender the Collateral Agent shall remain in full force and effect until Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, has exhausted all of its remedies against each Property the Company’s Sites, if any, Contracts and the Mortgages (or other Collateral), if any, have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Company’s Obligations or the such Obligations have been paid in full. For the avoidance of doubt, and notwithstanding anything contained herein or in Annex A-4 to the contrary, the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, shall only perform its powers and/or other remedies contained in this Section 8.2(B) and Annex A-4, and other relevant provisions of Section 8.2 and the Finance Documents, at the written direction of the Majority Holders and shall be entitled to request indemnity satisfactory to it against any risk or liability related to its exercise of such power or remedy.
(C) Lender Upon the occurrence and during the continuance of an Event of Default, subject to Section 17.8, the Collateral Agent (or its designee), at the written direction of the Majority Holders, or the Backup Servicer (as Successor Servicer), as applicable, shall have the right from time to time to partially foreclose the Mortgages on the Company’s Sites in any manner and for any amounts secured by the such Mortgages then due and payable as determined directed by Lender in its sole discretion the Majority Holders including, without limitation, the following circumstances: (i) in the event the Borrowers default Company defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender the Collateral Agent (or its designee) or the Backup Servicer (as Successor Servicer), as applicable, may foreclose the such Mortgage to recover such delinquent payments, or (ii) in the event Lender elects the Majority Holders elect to accelerate less than the entire outstanding principal balance amount of the LoanPromissory Certificates made to the Company, Lender the Collateral Agent (or its designee) or the Backup Servicer (as Successor Servicer), as applicable, may foreclose any the Company’s Mortgage or any of them to recover so much of the principal balance amount of the Loan Promissory Certificates as Lender the Majority Holders may accelerate and such other sums secured by the Mortgage as Lender the Majority Holders may elect. Notwithstanding one or more partial foreclosures, the Property Site shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.
(D) During the continuance of an Event of Default, Lender subject to Section 17.8, Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, shall have the right from time to time to sever the Note and Finance Documents (other than the other Loan Documents Promissory Certificates) into one or more separate notes, mortgages and other security documents in such denominations as Lender the Collateral Agent (acting pursuant to the written direction of the Majority Holders) or the Backup Servicer (as Successor Servicer), as applicable, shall determine in its sole discretion direct for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers Obligors shall execute and deliver to Lender the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, from time to time, within ten (10) days after the request of Lenderthe Collateral Agent (acting pursuant to the written direction of the Majority Holders) or the Backup Servicer (as Successor Servicer), as applicable, a severance agreement and such other documents as Lender the Collateral Agent (acting pursuant to the written direction of the Majority Holders) or the Backup Servicer (as Successor Servicer), as applicable, shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lenderthe Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable. The Borrowers Obligors hereby absolutely and irrevocably appoint Lender the Collateral Agent as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers Obligors fail to do so within ten (10) days of Lender's the written requestrequest of Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, the Borrowers Obligors ratifying all that their said attorney attorney-in-fact shall do by virtue thereof. For the avoidance of doubt, the foregoing authority conferred on the Collateral Agent or the Backup Servicer (as Successor Servicer), as applicable, hereunder shall not impose any duty upon the Agent to exercise such authority.
(E) Any amounts recovered from the Properties Sites, Contracts or any other collateral Collateral for the Loan Promissory Certificates of the Company after an Event of Default may with respect to the Company shall be applied by Lender toward the payment Paying Agent pursuant to Section 8.5.
(F) Upon the occurrence and during the continuance of an Event of Default, all rights of each related Obligor and each related Holding Company to exercise the voting and other consensual rights it would otherwise be entitled to exercise in or related to the Capital Stock of any interest and/or principal Obligor which it owns, directly or indirectly, shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole right to exercise such voting and other consensual rights.
(G) Upon the occurrence and during the continuance of an Event of Default, all rights of each related Obligor and each related Holding Company to receive Distributions which it would otherwise be authorized to receive and retain pursuant to or related to the Capital Stock of any Obligor which it owns, directly or indirectly, shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole right to receive and hold such Distributions as Pledged Collateral (as defined in each of the Loan and/or HoldCo Pledge Agreement and the Upstream Pledge Agreements).
(H) Upon the occurrence and during the continuance of an Event of Default, the Company, its related Obligors and its Holding Company agree that the Collateral Agent or the Backup Servicer, as Successor Servicer, as applicable, may, at any time and from time to time, subject to Section 17.8, cause such Obligor or Holding Company to distribute any cash proceeds resulting from the enforcement of rights exercised by the Collateral Agent on behalf of the Secured Parties or the Backup Servicer, as Successor Servicer, as applicable, on the Collateral then held by such Obligor or Holding Company, or any other amounts due under cash of such Obligor, to the Loan Documents Collateral Agent on behalf of the Secured Parties or the Backup Servicer, as Successor Servicer, as applicable to satisfy the Company’s Obligations by (i) submitting a notice to the applicable bank in respect of the applicable bank account where such proceeds are required to be held pursuant to the operating agreement of such Obligor that the Collateral Agent or the Backup Servicer, as Successor Servicer, as applicable, is exercising its rights as secured party in such orderbank account to make such distribution, priority and proportions such notice to be in the form as Lender in its sole discretion the Collateral Agent (acting pursuant to the written direction of the Majority Holders) or the Backup Servicer, as Successor Servicer, as applicable, may determine or (ii) such other methods as the Collateral Agent (acting pursuant to the written direction of the Majority Holders) or the Backup Servicer, as Successor Servicer, as applicable, shall determine.
(FI) [Intentionally Omitted].
(J) [Intentionally Omitted].
(K) The rights, powers and remedies of Lender the Collateral Agent or the Backup Servicer, as Successor Servicer, as applicable, under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender the Collateral Agent or the Backup Servicer, as Successor Servicer, as applicable, may have against the Borrowers Obligors pursuant to this Loan Agreement or the other Loan Finance Documents, or existing at law or in equity or otherwise. Lender's The rights, powers and remedies of the Collateral Agent or the Backup Servicer, as Successor Servicer, as applicable, may be pursued singly, concurrently or otherwise, at such time and in such order as Lender the Collateral Agent or the Backup Servicer, as Successor Servicer, as applicable, may determine in Lender's its sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of any one Default or Event of Default with respect to the Borrowers any Obligors shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers any Obligor or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Subscription Agreement (Radius Global Infrastructure, Inc.)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(G), 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower Party. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Propertiesany Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property the Properties and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Lender shall have the right from time to time to partially foreclose the Mortgages any Mortgage in any manner and for any amounts secured by the Mortgages such Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the any Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the any Mortgage or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the such Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Properties shall remain subject to the Mortgage Mortgages to secure payment of sums secured by the Mortgage Mortgages and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days promptly after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers Each Borrower hereby absolutely and irrevocably appoint appoints Lender as their its true and lawful attorney, coupled with an interest, in their its name and xxxxx stead to make and execute all documents reasonably necessary or desirable to effect the aforesaid severance if upon the Borrowers fail to do so within ten (10) days occurrence and during the continuance of Lender's written requestan Event of Default, the Borrowers such Borrower ratifying all that their its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to the Borrowers by Lender of Lender's intent to exercise its rights under such power.
(E) Any amounts recovered from the Properties any Property or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers any Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers any Borrower or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (HRPT Properties Trust)
Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections Sections 8.1(F), 8.1(G), or 8.1(H), or 8.1(I), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all of the Loan and all or any portion of the Loan and other Obligations shall immediately become due and payable.
(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the PropertiesSites. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any "“one action" ” or "“election of remedies" ” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Property Site and the Mortgages Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.
(C) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgages Deeds of Trust in any manner and for any amounts secured by the Mortgages Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Property Site shall remain subject to the Mortgage Deed of Trust to secure payment of sums secured by the Mortgage Deed of Trust and not previously recovered.
(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the any Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney-in-fact, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender's ’s written request, the Borrowers ratifying all that their said attorney attorney-in-fact shall do by virtue thereof.
(E) Any amounts recovered from the Properties Sites or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine, provided that any payments applied to interest or principal of the Loan shall be made in accordance with the priority set forth in items (iii) and (iv) through (xi) of Section 3.3(a) of the Cash Management Agreement.
(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender's ’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender's ’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (American Tower Corp /Ma/)
