Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any holder of any Note may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, the holder or holders of 25% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the Issuer, declare the entire principal and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. When any Event of Default described in paragraphs (q) or (r) of Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Issuer will forthwith pay to the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration). No course of dealing on the part of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 2 contracts
Samples: Indenture of Trust and Security Agreement (National Health Realty Inc), Indenture of Trust and Security Agreement (National Healthcare Corp)
Acceleration of Maturities. (a) When Upon the happening and continuance of any Event of Default described specified in paragraph (a), (b), subsection (c), (d) or (n) of Section 8.1 has happened 802 hereof, the Trustee shall, by a notice in writing to the Authority and is continuingthe Borrower, any holder declare the principal of all of the Bonds then outstanding (if' not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Note Event of Default, other than the Event of Default specified in subsection (c) of Section 802 hereof, the Trustee may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, upon the holder or holders of 25% or more written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Notes at Bonds then outstanding shall, with the time outstanding maywritten consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing sent in the manner provided in Section 14.3 hereof to the Authority and the Letter of Credit Issuer, declare the entire principal and all interest accrued on of all of the Notes Bonds then outstanding (if not then due and payable), to be, and all such Notes shall thereupon become, forthwith be immediately due and payable, without and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any presentmenttime after the principal of Bonds shall have been so declared to be due and payable, demandand before the entry of final judgment or decree in any suit, protest action or other notice proceeding instituted on account of such default, and before the completion of the enforcement of any kindother remedy under this Agreement, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys shall have accumulated in the Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all Bonds then outstanding (except the principal of any Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which are hereby expressly waived by the Issuer interest shall have been paid or duly provided for), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 of this Agreement, then and in every such case the Trustee may, and upon the written direction of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall, by a notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&P, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. When Notwithstanding the foregoing, the Trustee shall not annul or waive such declaration of acceleration unless and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any Event of Default described in paragraphs such declaration under subsection (qa) or (rb) of this Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid803, the Issuer will forthwith pay Trustee shall cause a notice thereof to the holders of the Notes which have become due be mailed, first class, postage prepaid to all Bondholders and payable the entire principal and interest accrued on the Notes together withS&P. Failure to mail any such notice, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration). No course of dealing on the part of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or defect in any enforcement of this Indenturenotice so mailed, including reasonable compensation to shall not affect the proceedings for such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appealdeclaration.
Appears in 2 contracts
Samples: Trust Agreement (Maxxam Inc), Trust Agreement (Maxxam Inc)
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (nc) of Section 8.1 has happened and is continuing, any holder of any Note Debenture may, and when any Event of Default described in paragraphs (ed) through (m) and (o) through (p) i), inclusive, of said Section 8.1 has happened and is continuing, continuing the holder or holders of 2550% or more of the principal amount of the Notes Debentures at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerCompany, declare the entire principal and all interest accrued on all of the Notes Debentures to be, and all such Notes Debentures shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs paragraph (qj) or (rk) of Section 8.1 has occurred, then all outstanding Notes Debentures shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. Upon any Note the Debentures becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the holders of the Notes which have become due and payable Debentures the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Debentures. No course of dealing on the part of the holder or holders of any Notes Debentureholder nor any delay or failure on the part of any Noteholder Debentureholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer Company further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes Debentures all costs and expenses expenses, including reasonable attorneys' fees, incurred by them in the collection of any Notes Debentures upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Acceleration of Maturities. (a) When any It is understood and agreed that time is of the essence of the Notes. If an Event of Default described in paragraph (a), (b), (c), (d) or (n) of Section 8.1 has happened shall have occurred and is continuing, any holder of any Note may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is be continuing, the holder or holders Agent shall, at the request of 25% the Majority Holders, and may, with the consent of the Majority Holders, exercise any one or more of the principal amount of the Notes at the time outstanding mayfollowing rights and remedies, by notice in writing sent and any other remedies provided in the manner provided Loan Documents, as Majority Holders in Section 14.3 hereof to the Issuertheir sole discretion, may deem necessary or appropriate: (i) declare the entire principal and all accrued and unpaid interest accrued on all of the outstanding Notes to be, and all such Notes shall thereupon become, be forthwith due and payable, without any whereupon presentment, demand, protest protest, notice of default, notice of acceleration or of intent to accelerate or other notice of any kind, all of which are the Company hereby expressly waived by waives, anything contained herein or in the Issuer Notes to the extent permitted by law. When contrary notwithstanding, (ii) reduce any claim to judgment and/or (iii) without notice of default or demand, pursue and enforce any of the Holders' rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default described specified in paragraphs Sections 6.1(h), (qi) or and (rj) of Section 8.1 has occurredshall occur, then the principal and all outstanding accrued and unpaid interest on the Notes shall immediately thereupon become due and payable concurrently therewith, without any further action by Agent or any Holder and without presentment, demand, protest protest, notice of default, notice of acceleration or intention to accelerate or other notice of any kind, kind all of which are the Company hereby expressly waived by the Issuer to the extent permitted by lawwaives. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the Agent on behalf of the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together withNotes, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in on which the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Notes shall so become due and payable. No course of dealing on the part of any Agent or Holder of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder Agent or Holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holderAgent's or such Holder's rights, powers and remedies. The Issuer Company further agrees, to the extent permitted by law, to pay to the holder or holders Agent and to the Holders of the Notes all costs and expenses incurred by each of them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holderAgent's or holdersHolder's or Holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Acceleration of Maturities. (a) When Upon the happening and continuance of any Event of Default described specified in paragraph (a)Section 12.01, (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any holder of any Note the Trustee may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, upon the holder or holders of 25% or more written request of the Owners of not less than a majority in aggregate principal amount of the Notes at the time outstanding maythen Outstanding shall, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerCorporation and the County, declare the entire principal with respect to all Notes then Outstanding (if not then due and all interest accrued on all of the Notes payable) to bebe due and payable immediately, and all upon such Notes declaration the same shall thereupon become, forthwith become and be immediately due and payable, without anything contained in the Notes or in the Trust Agreement to the contrary notwithstanding; provided, however, that if at any presentmenttime after the principal with respect to Notes shall have been so declared to be due and payable, demandand before the entry of final judgment or decree in any suit, protest action or other notice proceeding instituted on account of such default, or before the completion of the enforcement of any kindother remedy under this Master Trust Agreement, the Agreement or the Deed of Trust, money shall have accumulated in the Installment Payment Fund sufficient to pay the principal with respect to all matured Notes and all arrears of which are hereby expressly waived interest, if any, with respect to all Notes then Outstanding (except the principal with respect to any Notes not then due and payable by their terms and the interest accrued with respect to such Notes since the last Note Payment Date), and the charges, compensations, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Issuer Corporation or the County under the Trust Agreement, the Agreement and the Deed of Trust shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the extent permitted Trustee in the observance or performance of any covenant, condition or agreement contained in the Notes or in the Trust Agreement, the Agreement or the Deed of Trust (other than a default in the payment of the principal with respect to such Notes then due only because of a declaration under this Section) shall have been remedied to the satisfaction of the Trustee, then and in every such case the Trustee may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of Notes not then due and payable by law. When their terms (Notes then due and payable only because of a declaration under this Section shall not be deemed to be due and payable by their terms) and then Outstanding shall, by written notice to the Corporation and County, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default described in paragraphs (q) or (r) of Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Issuer will forthwith pay to the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration). No course of dealing on the part of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise impair any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or consequent thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Samples: Master Trust Agreement
Acceleration of Maturities. (a) When any Event of Default described in clause (i) of paragraph 7
(a), (b), (c), (d) or (n) of Section 8.1 has happened occurred and is continuing, any holder of any a Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. In addition to and not in limitation of the foregoing, when any Event of Default described in paragraphs clauses (ei), (ii), (v), (vi), (vii) through or (mviii) and (o) through (pof said paragraph 7(a) has happened occurred and is continuing, the holder or holders of 25more than 50% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerCompany, declare the entire principal and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs clauses (qiii) or (riv) of Section 8.1 paragraph 7(a) has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the holders of the Notes which have become then due and payable the entire principal and interest accrued on the Notes together withand, to the extent permitted not prohibited by applicable law, an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable premium specified in paragraph 2(a) hereof, if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (any, determined as of the date of declaration of an acceleration or, in on which the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Notes shall so become due and payable. No course of dealing on the part of the holder or holders of any the Notes nor any delay or failure on the part of any Noteholder holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer Company further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Acceleration of Maturities. (a) When any If an Event of Default described in paragraph (a)shall occur, (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any holder of any Note maythen, and when any in each and every such case during the continuance of such Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuingDefault, the holder or holders Trustee may and, upon receipt of 25% or more instructions from the Owners of the not less than a majority in aggregate principal amount of the Notes Bonds at the time outstanding mayOutstanding or the Office, by shall, upon notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerAuthority, the Office and the Corporation, declare the entire principal and all interest accrued on of all of the Notes to beBonds then Outstanding, and all the interest accrued thereon, to be due and payable immediately, and upon any such Notes declaration the same shall thereupon become, forthwith become and shall be immediately due and payable, without any presentment, demand, protest anything in this Indenture or other notice of any kind, all of which are hereby expressly waived by in the Issuer Bonds contained to the extent permitted by law. When any Event of Default described in paragraphs contrary notwithstanding; provided, however, that no such declaration may be made unless (qi) the Trustee is required to make such declaration pursuant to Section 7.03 hereof or (rii) of Section 8.1 has occurred, then all outstanding Notes shall immediately become due the Office consents to such acceleration and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer agrees to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Issuer will forthwith pay to the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if full principal amount of Bonds then Outstanding and interest thereon at the Issuer then had elected stated interest rates on the Bonds to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration). No course Any such declaration, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of dealing the moneys due shall have been obtained or entered, the Authority, the Office or the Corporation shall deposit with the Trustee a sum sufficient to pay all the principal or Redemption Price of and installments of interest on the part Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds, and the reasonable fees, charges and expenses of the holder or holders Trustee, and any and all other defaults actually known to the Trustee (other than in the payment of any Notes nor any delay or failure principal of and interest on the part Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee may, if such declaration was made by the Trustee without instruction from the Owners, and the Trustee shall, upon receipt of written notice by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which written notice shall also be delivered to the Authority, the Office and the Corporation, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any Noteholder to exercise subsequent default, or shall impair or exhaust any right or power consequent thereon. Notwithstanding the foregoing, the Trustee shall operate as waive any Event of Default which is caused solely by a waiver of default under the Regulatory Agreement if the Office waives such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them default in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appealwriting.
Appears in 1 contract
Samples: Indenture
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (nc) of Section 8.1 SECTION
6.1 has happened and is continuing, any holder Holder may, by notice to the Company, declare the entire principal, premium, if any, and all interest accrued on the Note or Notes held by such Holder to be, and such Note or Notes shall thereupon become forthwith due and payable, without any presentment, demand, protest or other notice of any Note maykind, and when all of which are hereby expressly waived. When any Event of Default described in paragraphs (ea) through (m) and (o) through (p) l), inclusive, of SECTION 6.1 has happened and is continuing, the holder or holders of 25Holders holding not less than 50% or more of the principal amount of the outstanding Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerCompany, declare the entire principal principal, premium, if any, and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs paragraph (qm), (n) or (ro) of Section 8.1 SECTION 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. Upon any Note Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the holders Holders of the such Notes which have become due and payable the entire principal and interest accrued on the Notes together withso accelerated and, in the case of an Event of Default specified in paragraphs (a) through (l), inclusive of SECTION 6.1, to the extent permitted not prohibited by applicable law, the Company will pay an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (Amount, determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)on which such Notes shall so become due and payable. No course of dealing on the part of the holder or holders of any Notes Holders nor any delay or failure on the part of any Noteholder Holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holderHolder's rights, powers and remedies. The Issuer Company further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes Holders all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holdersHolders' attorneys and financial advisors for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Samples: Note Purchase Agreement (Crown Pacific Partners L P)
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (nb) of Section 8.1 9.1 has happened occurred and is continuing, any holder of any Note Debenture may, and when any Event of Default described in paragraphs (ec) through (m) and (o) through (p) h), inclusive, of Section 9.1 has happened occurred and is continuing, the holder or holders of 2550% or more of the principal amount of the Notes Debentures at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerCompany, declare the entire principal and all interest accrued on all of the Notes Debentures to be, and all such Notes Debentures shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs paragraph (qi) or (rj) of Section 8.1 9.1 has occurred, then all outstanding Notes Debentures shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. Upon any Note the Debentures becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the holders of the Notes which have become due and payable Debentures the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Debentures. No course of dealing on the part of the any Debenture holder or holders of any Notes nor any delay or failure on the part of any Noteholder Debenture holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer Company further agrees, to the fullest extent permitted by law, to pay to the holder or holders of the Notes Debentures all costs and expenses expenses, including reasonable attorneys' fees, incurred by them in the collection of any Notes Debentures upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Acceleration of Maturities. (a) When Upon the happening and continuance of any Event of Default described specified in paragraph (a)Section 801 of this Trust Agreement, (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any holder of any Note the Trustee may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, upon the holder or holders of 25% or more written request of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding mayBonds then Outstanding shall, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerDistrict, declare the entire principal of all Bonds then Outstanding (if not then due and all interest accrued on all of the Notes payable) to bebe due and payable immediately, and all upon such Notes declaration the same shall thereupon become, forthwith become and be immediately due and payable, without anything contained in the Bonds or in this Trust Agreement to the contrary notwithstanding; provided, however, that if at any presentmenttime after the principal of Bonds shall have been so declared to be due and payable, demandand before the entry of final judgment or decree in any suit, protest action or other notice proceeding instituted on account of such default, or before the completion of the enforcement of any kindother remedy under this Trust Agreement, money shall have accumulated in or shall have been paid into the 2011 Trust Agreement Bond Fund sufficient to pay the principal of all matured Bonds and all arrears of which are hereby expressly waived interest, if any, upon all Bonds then Outstanding (except the principal of any Bond not then due and payable by its terms and the interest accrued on such Bond since the last Interest Payment Date), and the charges, compensations, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Issuer District hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the extent permitted Trustee in the observance or performance of any covenant, condition or agreement contained in the Bonds or in this Trust Agreement (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied to the satisfaction of the Trustee, then and in every such case the Trustee may, and upon the written request of the Holders of not less than a majority in aggregate principal amount of Bonds not then due and payable by law. When their terms (Bonds then due and payable only because of a declaration under this Section shall not be deemed to be due and payable by their terms) and then Outstanding shall, by written notice to the District, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default described in paragraphs (q) or (r) of Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Issuer will forthwith pay to the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration). No course of dealing on the part of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise impair any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or consequent thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Samples: Trust Agreement
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (n) of Section 8.1 has happened Upon the happening and is continuing, any holder of any Note may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, the holder or holders of 25% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the Issuer, declare the entire principal and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. When any Event of Default described in paragraphs (q) or (r) of Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result continuance of any Event of Default as aforesaidspecified in Section 902, then and in every case the Issuer will forthwith pay Trustee may, and upon the written request of the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall, by a notice in writing to the holders City, declare the principal of all the Notes which have become Bonds then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the entire same shall become and be immediately due and payable, anything contained in the Bonds or this Trust Agreement to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Trust Agreement or the Deed of Trust, moneys shall have accumulated in the Bond Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all the Bonds then Outstanding (except the principal of any Bonds not then due and payable by their terms and the interest accrued on such Bonds since the Notes last interest payment date) and sufficient to satisfy the Sinking Fund Requirement, if any, for any Term Bonds then Outstanding, for the then current Fiscal Year, and the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the City hereunder or under the Deed of Trust shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds, this Trust Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section) or the Deed of Trust shall have been remedied to the satisfaction of the Trustee, then and in every such case the Trustee may, and upon the written request of the Owners of not less than 25% in aggregate principal amount of the Bonds not then due and payable by their terms and then Outstanding shall, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon. Section 904 Remedies. Upon the happening and continuance of any Event of Default specified in Section 902, then and in every such case the Trustee may, and upon the written request of the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall, proceed (subject to the provisions of Section 1002) to protect and enforce its rights and the rights of the Owners of the Bonds under applicable laws and under this Trust Agreement or the Deed of Trust by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, chosen by the Trustee, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Trust Agreement or the Deed of Trust, the Trustee shall be entitled to xxx for, enforce payment of and receive any and all amounts then or during any Event of Default becoming, and at any time remaining, due from the City for principal, interest or otherwise under any of the provisions of this Trust Agreement, the Deed of Trust or of the Bonds unpaid, with interest on overdue payments of principal at the rate or rates of interest specified in such Bonds, together withwith any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Owners of the Bond, and to recover and enforce any judgment or decree against the City, but solely as provided herein and in such Bonds, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in the funds and accounts pledged to secure the Bonds under the provisions of this Trust Agreement and any Supplemental Trust Agreement and any other moneys available for such purpose) in any manner provided by law, the moneys adjudged or decreed to be payable. The provisions of this Section 904 are subject to the provisions of Section 801, and the Trustee is not authorized to pursue any action to collect any deficiency for the amounts owed to the Owners of the Bonds or any other party pursuant to the provisions of this Trust Agreement following the realization of the remedies available under the Deed of Trust and the application of the proceeds thereof, and any other amounts held hereunder, to the extent permitted by lawpayment thereof. When the Trustee incurs costs or expenses (including legal fees, liquidated damages for costs and expenses) or renders services after the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case occurrence of an Event of Default described in paragraph (q) or (r) of Section 8.1Default, the date of acceleration). No course of dealing on the part of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in and the collection compensation for such services are intended to constitute expenses of administration under any Notes upon any default hereunder federal or thereonstate bankruptcy, including reasonable compensation to such holder's insolvency, arrangement, moratorium, reorganization or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by other debtor relief law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Samples: Trust Agreement
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (nc) of Section 8.1 6.1 has happened and is continuing, any holder Holder may, by notice to the Company, declare the entire principal, premium, if any, and all interest accrued on the Note or Notes held by such Holder to be, and such Note or Notes shall thereupon become forthwith due and payable, without any presentment, demand, protest or other notice of any Note maykind, and when all of which are hereby expressly waived. When any Event of Default described in paragraphs (ea) through (m) and (o) through (p) l), inclusive, of Section 6.1 has happened and is continuing, the holder or holders of 25Holders holding not less than 50% or more of the principal amount of the outstanding Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerCompany, declare the entire principal principal, premium, if any, and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs paragraph (qm), (n) or (ro) of Section 8.1 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. Upon any Note Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the holders Holders of the such Notes which have become due and payable the entire principal and interest accrued on the Notes together withso accelerated and, in the case of an Event of Default specified in paragraphs (a) through (l), inclusive of Section 6.1, to the extent permitted not prohibited by applicable law, the Company will pay an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (Amount, determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)on which such Notes shall so become due and payable. No course of dealing on the part of the holder or holders of any Notes Holders nor any delay or failure on the part of any Noteholder Holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holderHolder's rights, powers and remedies. The Issuer Company further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes Holders all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holdersHolders' attorneys and financial advisors for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Samples: Note Purchase Agreement (Crown Pacific Partners L P)
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (nc) of Section 8.1 Section
9.1 has happened occurred and is continuing, any holder of any Note may, and when any Event of Default described in paragraphs (ed) through (m) i), inclusive, and (o1) through (p) of Section 9.1 has happened occurred and is continuing, the holder or holders of 2550% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the IssuerBorrowers, declare the entire principal and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs paragraph (qj) or (rk) of Section 8.1 9.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Borrowers will forthwith pay to the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Notes. No course of dealing on the part of the any Note holder or holders of any Notes nor any delay or failure on the part of any Noteholder Note holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer Each Borrower further agrees, to the fullest extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses expenses, including reasonable attorneys' fees, incurred by them in the collection of any Notes upon any default Event of Default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract
Samples: Loan Agreement (Bikers Dream Inc)
Acceleration of Maturities. (a) When Upon the happening and continuance of any Event of Default described specified in paragraph Section 8.01 hereof (a), (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any holder of any Note may, and when any other than an Event of Default described specified in paragraphs subsections (e) through (mg) and (o) through (p) has happened and h), which is continuingaddressed below), the holder or holders of 25% or more Trustee shall, upon the written request of the Owners of not less than a majority in aggregate principal amount of the Notes at the time outstanding maythen Outstanding, by notice in writing sent to the Trustee, declare the principal of all Notes then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the manner provided Notes or in Section 14.3 hereof this Trust Indenture to the contrary notwithstanding; provided, further, that if at any time after the principal of the Notes shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Trust Indenture, moneys shall have accumulated in or shall have been paid into the Notes Fund sufficient to pay the principal of all matured Notes and all arrears of interest, if any, upon all Notes then Outstanding (except the principal of any Notes not then due and payable by its terms and the interest accrued on such since the last Interest Payment Date), and the charges, compensations, expenses, disbursements, advances and liabilities of the Trustee, including reasonable attorney’s fees and expenses, and all other amounts then payable by the Issuer shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other Event of Default known to the Trustee in the observance or performance of any covenant, condition or agreement contained in the Notes or in this Trust Indenture (other than a default in the payment of the principal of such Notes then due only because of a declaration under this section) shall have been remedied, then and in every such case the Trustee shall, upon the written request of the Owners of not less than a majority in aggregate principal amount of Notes not then due and payable by their terms (Notes then due and payable only because of a declaration under this section shall not be deemed to be due and payable by their terms) and then Outstanding, by written notice to the Issuer, declare the entire principal rescind and all interest accrued on all of the Notes annul such declaration and its consequences, but no such rescission or annulment shall extend to be, and all such Notes shall thereupon become, forthwith due and payable, without or affect any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. When any subsequent Event of Default described in paragraphs (q) hereunder or (r) of Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest or notice of impair any kind, all of which are hereby expressly waived by right consequent thereon. Notwithstanding the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Issuer will forthwith pay to the holders of the Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration orforegoing, in the case of an Event of Default described in paragraph arising under subsections (qg) or and (rh) of Section 8.18.01, the date of acceleration). No course of dealing on the part of the holder all Outstanding Notes shall be due and payable immediately without further action or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appealnotice.
Appears in 1 contract
Acceleration of Maturities. (a) When any Upon the occurrence and during the continuation of an Event of Default described in paragraph (a)under Section 7.1(a) above, (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any the holder of any a Note may, and when any as to which such Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, the holder or holders of 25% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof occurred may declare such Note to the Issuer, declare the entire principal and all interest accrued on all of the Notes to be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. When any Event of Default described in paragraphs (q) or (r) of Section 8.1 has occurred, then all outstanding Notes shall be immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer at a price equal to the extent permitted by lawPrepayment Call Price with respect to such Note. Upon any Note becoming due the occurrence and payable as a result during the continuation of any Event of Default as aforesaidother than under Section 7.1(a) above, the Issuer will forthwith pay holders of at least a majority in the then outstanding principal amount of the Senior Subordinated Notes, if any, and the holders of at least a majority in the then outstanding principal amount of the Deferred Additional Interest Notes, may declare all Senior Subordinated Notes or all Deferred Additional Interest Notes, as the case may be, to be immediately due and payable at a price equal to the Prepayment Call Price with respect to such Notes.
(b) Upon the occurrence and during the continuance of an event of default by the Company of (i) the payment of any principal of or interest on any Senior Indebtedness which results in such Senior Indebtedness being declared to be due and payable before its stated maturity or occurs at such stated maturity or (ii) a material covenant of the Company (other than those referenced in clause (i)) in any instrument evidencing Senior Indebtedness with respect to which the holders of such Senior Indebtedness have provided written notice to the Company and to the holders of the Senior Subordinated Notes which have become due specifying such event of default, the Company may elect (the right to make such an election, the "Block Right") not to make any payment of principal of or interest on the Notes prior to the earlier of (x) the 179th calendar day following such event of default and payable (y) the entire curing of such event of default to the satisfaction of the holders of such Senior Indebtedness (such period, the "Standstill Period") and the nonpayment of principal and interest accrued on the Notes together with, to during the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and Standstill Period shall not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of constitute an Event of Default described under Section 7.1(a) if the Company pays in paragraph full all such amounts that became due and payable under this Agreement during the Standstill Period within five (q5) or (r) of Section 8.1, Business Days following the date of acceleration). No course of dealing on the part end of the holder or holders of any Notes nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remediesStandstill Period. The Issuer further agrees, Company may elect to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or use its Block Right no more than once in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appealconsecutive 365 day period.
Appears in 1 contract
Samples: Note Purchase Agreement (National Auto Finance Co Inc)
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (dSection 7.1(a) or (nb) of Section 8.1 has happened occurred and is continuingcontinuing or any Event of Default has been declared pursuant to subparagraph (c) below, any holder of any Note may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, the holder or holders of 25% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof by registered or certified mail to the IssuerCompany, declare the entire principal and all interest accrued on all of the Notes such Note to be, and all such Notes Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, kind all of which are hereby expressly waived by the Issuer Company; provided, however, that if within 30 days thereof, such default has been cured and if the holders of at least two-thirds of the aggregate principal amount of all Notes then outstanding consent, such Event of Default shall not be deemed to the extent permitted by law. have occurred.
(b) When any Event of Default described in paragraphs Sections 7.1(g), (q) h), or (ri) of Section 8.1 has occurred, then all outstanding the Notes shall immediately become due and payable without presentment, demand, protest demand or notice of any kindkind or any other action on the part of the Purchasers.
(c) When any Default described in Sections 7.1(c), all (d), (e) (f) or (j) has occurred and is continuing, an Event of which are hereby expressly waived Default may be declared upon written notice of such action to the Company, consented to by the Issuer to holders of at least two-thirds of the extent permitted by lawaggregate principal amount of all Notes then outstanding. Upon any Note of the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Company will forthwith pay to the holders holder of the such Notes which have become due and payable the entire principal and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Notes. No course of dealing on the part of the holder Purchasers or the holders of any Notes nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right the Purchasers or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Purchaser's or holder's rights, powers and remedies. The Issuer Company further agrees, to the extent permitted by law, to pay to the holder or holders any Purchaser of the Notes all reasonable costs and expenses incurred by them it in the collection of any the Notes upon any default Event of Default occurring hereunder or thereon or in any enforcement of this Indenturethereon, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appealtherewith.
Appears in 1 contract
Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (n) of Section 8.1 has happened and is continuing, any holder of any Note may, and when any Event of Default described in paragraphs (ea) through (m) and (o) through (p) f), inclusive, of SS.
4.1 has happened and is continuing, the holder or holders of 25% or more Agent upon the direction of the principal amount of the Notes at the time outstanding Required Lenders may, by notice in writing sent in the manner provided in Section 14.3 hereof by registered or certified mail to the IssuerBorrower, declare the entire principal and all interest accrued on all of the Notes to be, and all such principal of and interest on all outstanding Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. When any Event of Default described in paragraphs paragraph (qg) or (rh) of Section 8.1 SS.
4.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand, protest demand or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by lawwaived. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Issuer Borrower will forthwith pay to the holders Holders, subject to the provisions of the Notes which have become due and payable the entire SS.7, all principal of and interest accrued on the Notes together with, to the extent permitted by law, liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the Make-Whole Premium Amount which would be payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes with the Make-Whole Premium Amount pursuant to Section 3.2 (determined as of the date of declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration)Notes. No Neither any course of dealing on the part of the holder or holders of any Notes Holder nor any delay or failure on the part of any Noteholder Holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holderHolder's rights, powers and remedies. The Issuer Borrower further agrees, to the extent permitted by law, to pay to the holder Holder or holders of the Notes Holders all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holderHolder's or holdersHolders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.
Appears in 1 contract