Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower declare all of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loans and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 Collateral. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recovered.
Appears in 1 contract
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower8.1.10) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Letter of Credit Reimbursement Obligations) to be due and payable and/or or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due 150 and payable, without further notice, demand or presentment, and or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to deposit with the Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings in accordance with Section 2.6.4. In addition to the foregoing, the Administrative Agent upon direction of the Required Lenders may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (ii) enforcing or availing itself of to the extent permitted by applicable law), exercise any or all rights or and remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity (in any combination or order that the Lenders may elect, subject to the foregoing), including, without prejudice to the Lenders' other rights and remedies, the following:
(a) refuse, and the Lenders shall not be obligated, to consent to or direct that any payments be made from any Account or other funds held by the Disbursement Agent by or on behalf of the Borrower and may suspend or terminate the Lenders' obligation to make additional Advances (other than obligatory Advances hereunder pursuant to Section 2.6.1 and Section 2.6.4), to process requests by the Borrower and to perform any other obligations of the Lenders which are expressly subject to there not being a Default under this Agreement shall be terminated; the remedy set forth in this Section 8.3(a) shall be exercised automatically upon an Event of Default with respect to the Borrower described in Section 8.1.10;
(b) make or do the same in such manner and to such extent as the Lenders may deem necessary to protect the security hereof, the Lenders being authorized to enter upon and take possession of the portion of the Site owned by Administrative Agent at the Borrower for such purposes, and any time and from time to time, whether or not all or any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Deed of Trust;
(c) commence, appear in and/or defend any action or proceedings purporting to affect the security hereof, and/or any additional or other security therefor, the interests, rights, powers or duties of the Lenders hereunder, whether brought by or against the Borrower or the Lenders;
(d) pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance that in the judgment of the Lenders may impair or reasonably appear to impair the security of the Deed of Trust or the other Loan Documents, the interests of the Lenders or the rights, powers and/or duties of the Lenders hereunder and any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Loan Documents; (e) the Lenders (and their nominee and/or designee) are authorized either by themselves or by their agents or by a receiver appointed by a court of competent jurisdiction, to enter into and upon and take and hold possession of any portion or all of the Main Project, both real and personal, and exclude the Borrower and all other Persons 151 therefrom and thereupon the Lenders (or their nominee or designee) may, (u) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Main Project and conduct business thereat, (v) take possession of all materials, supplies, tools, equipment and construction facilities and appliances located on the portion of the Site owned by the Borrower and perform any and all work and labor necessary to complete the construction of the Main Project in accordance with the Plans and Specifications, the Reciprocal Easement Agreement, the other Operative Documents and any agreements relating to the Main Project existing at the time the Lenders (or their nominee and/or designee) enter into possession of the Main Project and perform any and all work and labor necessary to complete the Main Project or to operate and maintain the Main Project, and all sums expended in so doing, together with interest on such total amount at the rate set forth in Section 3.2.2, shall be declared due repaid by the Borrower to the Lender upon demand and payableshall be secured by the Loan Documents, (w) employ watchmen to protect the Main Project, (x) make alterations, additions, renewals, replacements and improvements to the Main Project and, if required by the Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Site owned by the Borrower, (y) exercise all rights and powers of the Borrower with respect to the portion of the Site owned by it and pursuant to or under the Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Site owned by the Borrower, whether in the name of the Borrower or otherwise, including the right to make, cancel, enforce or modify the Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Site owned by the Borrower, obtain and evict tenants and other Persons, and whether demand, xxx for, collect and receive all earnings, revenues, rents, issues, profits and other income from the Main Project, and every part thereof, the Reciprocal Easement Agreement, the Operative Documents or not Administrative Agent shall have commenced any foreclosure proceeding or agreements relating to the portion of the Site owned by the Borrower and (z) apply the receipts therefrom to the payment of the Indebtedness evidenced and secured by the Loan Documents in accordance with this Agreement, after deducting therefrom all expenses (including reasonable attorneys' fees and costs and expenses) incurred in connection with the aforesaid operations and all amounts to pay the Impositions, assessments, insurance and other action charges in connection with the Main Project as well as just and reasonable compensation for the enforcement services of its the Administrative Agent, the Lenders and their counsel, agents and employees; (f) exercise all rights and remedies under any the Deed of the Loan Documents with respect to the Collateral. Any such actions taken by Administrative Agent shall be cumulative Trust and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recovered.;
Appears in 1 contract
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (ed) of Section 8.1.9 with respect to the any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (imay) by written notice to the Borrower Borrowers declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and and/or, as the case may be, the Commitments shall terminate and Borrower the Borrowers shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to Cash Collateralize all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equityCanadian BAs. Unless waived in writing by Administrative Agent, and subject in all events Notwithstanding anything to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 Collateral. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contrary contained herein or in any other Loan Document Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents shall be construed as requiring vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent and the Collateral Agent in accordance with this Section and Section 8.2 for the benefit of all the Lenders and the Issuers; provided that the foregoing shall not prohibit (i) the Issuer or any Swing Line Lender or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of from exercising the Collateral or any part thereof, rights and remedies that inure to its benefit (solely in its absolute discretion capacity as Issuer or Swing Line Lender or Administrative Agent, as the case may be) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in respect accordance with Section 4.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the Indebtedness. In additionpendency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, Administrative Agent then the Required Lenders shall have the right from time rights otherwise ascribed to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredAgent.
Appears in 1 contract
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower10.01(i)) shall occur and be continuing for any reason, whether voluntary or involuntary, any or all of the following actions may be taken, in addition to the exercise of all other rights and be continuingremedies available to the Administrative Agent, the Collateral Agent and the other Secured Parties under the Loan Documents or under Applicable Law or in equity: (a) the Administrative Agent, upon the direction or with the consent request of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrowershall, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower Loan Parties declare all the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (b) the Administrative Agent, upon the request of the outstanding principal amount of Required Lenders, shall, by notice to the Loan Parties, declare the Loans (with accrued interest thereon) and all other Obligations (including Reimbursement Obligations) owing under this Agreement and the other Loan Documents to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminatedforthwith, whereupon the full unpaid amount of the Loans and other Obligations same shall be and immediately become immediately due and payable; (c) the Administrative Agent may apply, without further noticeset off or execute upon any amounts on deposit in any account of the Borrower or any proceeds (or direct any applicable deposit account bank or securities intermediary and/or the Collateral Agent and/or the Securities Intermediary to do the same), demand or presentmentany other moneys of the Borrower on deposit with the Administrative Agent or any other Lender in the manner provided in the Uniform Commercial Code and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (d) the Administrative Agent may apply all amounts on deposit in the Cash Collateral Account to the Obligations in any order it shall select in its sole discretion and (e) exercise on behalf of itself, the Lenders and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitationother Secured Parties, all rights or and remedies available at law to it, the Lenders and the other Secured Parties under the Loan Documents, Applicable Law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, upon the occurrence and during the continuance of an Event of Default, all including judicial or any one non-judicial foreclosure or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement public or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 Collateral. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction private sale of any of the IndebtednessCollateral. Except as expressly provided above in this Section, presentment, demand, protest and Administrative Agent may seek satisfaction out all other notices of any kind are hereby expressly waived by the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredLoan Parties.
Appears in 1 contract
Samples: Term Loan, Security and Guaranty Agreement (Venoco, Inc.)
Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the BorrowerSECTION 9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative the Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable by notice to protect the Borrower:
(i) declare the commitment of each Lender to make Loans and enforce the rights any obligation of the Lenders against BorrowerIssuer to issue Letters of Credit to be terminated, Guarantor whereupon such commitments and obligation shall be terminated;
(ii) declare an amount equal to the Collateralmaximum aggregate amount that is or at any time thereafter may become available for drawing under any outstanding Letters of Credit (whether or not any beneficiary shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) to be immediately due and payable as cash collateral for the obligations thereunder;
(iii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable (including, without limitation, amounts due under SECTION 5.4), without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and
(iiv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;
(b) The right of the Lenders to make any declaration or acceleration by written notice virtue of an Event of Default described in SECTIONS 9.1.1 -9.1.11 (excluding, however, proceedings under SECTION 9.1.8), however, is subject to the Borrower declare all condition that if, at, any time before such declaration, such Event of Default is cured by or for the account of the Borrower, then in every such case any such default and its consequences shall be deemed to be annulled, but no such annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon.
(c) The affirmative vote of Lenders holding at least 66-2/3% of the outstanding principal amount of the Loans and other Obligations may rescind or annul the acceleration at any time; PROVIDED, THAT, all Events of Default have been cured or waived at such time.
(including Reimbursement Obligationsd) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loans and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment, The rights provided for in this Agreement and the Commitments shall terminate other Loan Documents are cumulative and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself are not exclusive of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, upon the occurrence and during the continuance of an Event of Default, all or any one or more of the other rights, powers, privileges and other or remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at provided by law or in equity may be exercised by Administrative Agent at any time and from time to timeequity, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 Collateral. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independentlyother instrument, singly, successively, together document or otherwise, at such time and in such order as Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing agreement now existing or otherwise affecting the other rights and remedies of Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredhereafter arising.
Appears in 1 contract
Samples: Refunding Credit Agreement (Cornerstone Propane Partners Lp)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower10.01(h)) shall occur and be continuing for any reason, whether voluntary or involuntary, any or all of the following actions may be taken, in addition to the exercise of all other rights and be continuing, remedies available to the Administrative Agent and the other Secured Parties under the Loan Documents or under Applicable Law or in equity: (a) the Administrative Agent, upon the direction or request of the Required Lenders, shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (b) the Administrative Agent, upon the request of the Required Lenders, shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the consent other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; (c) the Administrative Agent, upon the request of the Required Lenders, shall take such action that apply or execute upon any amounts on deposit in any Account in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (d) the Administrative Agent deems advisable to protect and enforce Agent, upon the rights request of the Lenders against Required Lenders, shall initiate foreclosure proceedings with respect to Pledgor’s Equity Interests in the Borrower, Guarantor and (e) the CollateralAdministrative Agent, includingupon the request of the Required Lenders, without limitationshall, (i) by written notice to the Borrower declare all of the outstanding principal amount of the Loans exercise any and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loans and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies it under any of the Loan Documents with respect to Documents, under the Collateral. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independentlyUCC or under Applicable Law, singly, successively, together including judicial or otherwise, at such time and in such order as Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing non-judicial foreclosure or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity public or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction private sale of any of the IndebtednessCollateral pursuant to the Security Documents. Except as expressly provided above in this Section 10.03, presentment, demand, protest and Administrative Agent may seek satisfaction out all other notices of any kind are hereby expressly waived by the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredBorrower.
Appears in 1 contract
Samples: Credit Agreement (Redaptive, Inc.)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agentsubject to compliance with any requirements of the Interim Order or the Final Order, as applicable,
(a) the Agent shall, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce without further order of, or application to, the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, Bankruptcy Court,
(i) by written notice to the Borrower Company declare the Commitments terminated, whereupon the Commitments of each Lender will thereupon terminate immediately and any fees payable hereunder shall become due and payable without notice of any kind;
(ii) by written notice to the Company declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, or presentment, presentment and the Commitments Company shall terminate and Borrower shall automatically pay to the Agent in Dollars and immediately be obligated to deposit with Administrative Agent cash collateral in available funds an amount equal to all the then aggregate Letter of Credit Outstandings in accordance with Section 5.7; or
(iii) terminate any Letter of Credit which may be terminated in accordance with its terms; and
(b) the Agent shall, upon the direction of the Required Lenders, and may, in its sole and absolute discretion, without further order of, or application, to the Bankruptcy Court,
(i) reduce the Revolving Commitment Availability or one or more of the elements thereof; and
(ii) enforcing decline to permit the issuance of additional Letters of Credit or availing itself the extension of the Stated Expiry Date of any or all rights or remedies as set forth outstanding Letter of Credit.
(c) subject only to any limitations in the Loan Documents against BorrowerInterim Order or Final Order, Guarantor as applicable, all stays and injunctions, including the automatic stay pursuant to Bankruptcy Code section 362, shall be vacated and terminated to the extent necessary to permit the Agent and the CollateralLenders full exercise of all of their rights and remedies, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its their rights and remedies under any of the Loan Documents with respect to the Collateral. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral Debtors' property under all applicable bankruptcy and the Guaranty or the Indebtedness has been paid in fullnon-bankruptcy law. With respect to BorrowerEach and every right, Guarantor power, and the Collateral, nothing contained remedy provided herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders cumulative and shall be in addition to resort to the Collateral for the satisfaction of any of the Indebtednessevery other right, power, and Administrative Agent may seek satisfaction out of the Collateral remedy provided herein or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement other Loan Document or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any provided under applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredlaw.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Kaiser Aluminum Corp)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower8.1.9) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, Agent upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment. Notwithstanding anything to the contrary contained herein, each Lender acknowledges and agrees that no Lender shall have the right to proceed individually against the Borrower, any of the Guarantors or any of the Security with respect to any rights or remedies under the Loan Documents, and that this sentence constitutes an explicit statement by each Lender precluding any such action. In addition to the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with foregoing, the Administrative Agent cash collateral in an amount equal upon direction of the Required Lenders may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to all Letter of Credit Outstandings and (ii) enforcing or availing itself of the extent permitted by applicable law), exercise any or all rights and remedies at law or remedies as set forth in equity (in any combination or order that the Loan Documents against BorrowerLenders may elect, Guarantor and subject to the Collateralforegoing), including, without limitationprejudice to the Lenders' other rights and remedies, the following:
(a) refuse, and the Lenders and the Issuer may suspend or terminate the Lenders' obligation to make additional Borrowings or issue additional Letters of Credit, to process Borrowing Requests or Letter of Credit Issuance Requests and to perform any other obligations of the Lenders or the Issuer which are expressly subject to there not being a Default under this Agreement; the remedy set forth in this clause (a) shall be exercised automatically upon an Event of Default with respect to the Borrower described in Section 8.1.9;
(b) make or do the same in such manner and to such extent as the Lenders or the Issuer may deem necessary to protect the Security hereof, the Lenders and the Issuer being authorized to enter upon and take possession of the Property for such purposes, and any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Deed of Trust;
(c) commence, appear in and/or defend any action or proceedings purporting to affect the Security hereof, and/or any additional or other security therefor, the interests, rights, powers or duties of the Lenders or the Issuer hereunder, whether brought by or against the Borrower, the Lenders or the Issuer;
(d) pay, purchase, contest or compromise any Claim, debt, Lien, charge or encumbrance that in the judgment of the Lenders or the Issuer may impair or reasonably appear to impair the security of any Deed of Trust or the other Loan Documents, the interests of the Lenders or the Issuer or the rights, powers and/or duties of the Lenders or the Issuer hereunder and any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Loan Documents;
(e) the Lenders and/or the Issuer (and their respective nominees and/or designees) are authorized either by themselves or by their agents or by a receiver appointed by a court of competent jurisdiction, to enter into and upon and take and hold possession of any portion or the Property and/or the Improvements thereon, both real and personal, and exclude the Borrower and all other Persons therefrom and thereupon the Lenders and/or the Issuer (or their respective nominees and/or designees) may, (u) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct business thereat, (v) take possession of all materials, supplies, tools, equipment and construction facilities and appliances located on the Property and perform any and all work and labor existing at the time the Lenders and/or the Issuer (or their respective nominees and/or designees) enter into possession of the Property and perform any and all work and labor necessary to operate and maintain the Property, and all sums expended in so doing, together with interest on such total amount at the rate set forth in Section 3.2.2, shall be repaid by the Borrower to the Lenders and/or the Issuer upon demand and shall be secured by the Loan Documents, (w) employ watchmen to protect the Property, (x) make alterations, additions, renewals, replacements and improvements to the Property, (y) exercise all rights and powers of the Borrower with respect to the Property and pursuant to or remedies available at law under the Loan Documents or any agreements relating to the Property, whether in equity. Unless waived the name of the Borrower or otherwise, including the right to make, cancel, enforce or modify any agreements relating to the Property, obtain and evict tenants and other Persons, and demand, xxx for, collect and receive all earnings, revenues, rents, issues, profits and other income from the Property, and every part thereof, or any agreements relating to the Property and (z) apply the receipts therefrom to the payment of the Indebtedness evidenced and secured by the Loan Documents in writing by accordance with the Loan Documents after deducting therefrom all expenses (including reasonable attorneys' fees and costs and expenses) incurred in connection with the aforesaid operations and all amounts to pay the Taxes, Impositions, assessments, insurance and other charges in connection with the Property as well as just and reasonable compensation for the services of the Administrative Agent, the Issuer, the Lenders and subject their counsel, agents and employees;
(f) exercise all rights and remedies under any Deed of Trust, any Assignment of Leases and Rents, the Security Agreement and the other Loan Documents;
(g) institute an action, suit or proceeding in all events to equity for the express provisions specific performance by the Borrower of each Loan Documentany covenant, upon the occurrence and during the continuance of an Event of Defaultcondition, all or any one agreement contained herein or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or in any of the other Loan Documents executed Documents;
(h) apply, ex parte and delivered bywithout notice to any Person, for the appointment of a custodian, receiver, liquidator or applicable toconservator of the Property, without regard for the adequacy of the security for the Indebtedness evidenced and secured by the Loan Documents;
(i) set off and apply all monies on deposit in any account or any other monies of the Borrower or at law or in equity may be exercised by on deposit with the Administrative Agent at to the satisfaction of the Obligations under all of the Loan Documents;
(j) engage an Appraiser to obtain an appraisal of the Property which (i) complies with the appraisal standards set forth in FIRREA, (ii) is prepared in accordance with the Uniform Standards of Professional Appraisal Practice as promulgated by The Appraisal Foundation and the Standards of Professional Appraisal Practice and Code of Ethics of the Appraisal Institute and (iii) is otherwise in form and content reasonably satisfactory to the Administrative Agent; and
(k) exercise any time and from time all rights and remedies available to time, whether or not all it under applicable law or any of the Indebtedness shall be declared due and payableLoan Documents. Except as otherwise set forth herein, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action all sums expended by the Lenders and/or the Issuer for the enforcement of its rights and remedies under any of the Loan Documents with respect purposes described above shall be deemed to have been advanced to the Collateral. Any such actions taken by Administrative Agent Borrower under and pursuant to the provisions of this Agreement, shall bear interest at the rate of interest set forth in Section 3.2.2 and shall be cumulative and concurrent and secured by the Deed of Trust. The Administrative Agent, the Issuer or the Lenders (or their respective nominees and/or designees) may be pursued independentlyat any time discontinue any action or remedy commenced by it or them, singlyas the case may be, successivelyor change any course of action undertaken by it or them, together or otherwise, at such time and in such order as event, the Administrative Agent may determine Agent, the Issuer and the Lenders (or their respective nominees and/or designees) shall not be bound by any requirements or limitations of time contained in its sole discretionany Deed of Trust or the other Loan Documents. For the foregoing purposes, the Borrower to the fullest extent permitted by law, without impairing or otherwise affecting hereby constitutes and appoints the other rights and remedies of Administrative Agent permitted by law, equity (or contract the Administrative Agent's nominee or designee) as set forth herein or in the other Loan Documents. Without limiting the generality true and lawful agent and attorney-in-fact of the foregoing, Borrower agrees that if an Event with full power of Default is continuing (i) neither substitution and hereby empowers the Administrative Agent nor the Lenders (and its nominee or designee) to take such action and require such performance as it deems necessary or desirable. This agency and power of attorney shall be subject deemed to any one action or election of remedies law or rule be coupled with an interest and (ii) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredirrevocable.
Appears in 1 contract
Samples: Loan Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ai) through (ev) of Section 8.1.9 10.1(i) with respect to the any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid BUSINESS.31606820.2 amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower shall agrees that upon receipt of such notice, or immediately and automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, upon the occurrence and during the continuance of an any Event of Default, all or any one or more of the rights, powers, privileges and other remedies available Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent against Borrower under this Agreement or any at the Payment Office such additional amount of the other Loan Documents executed and delivered bycash, or applicable to, Borrower or at law or in equity may to be exercised held as security by Administrative Agent at any time and from time to time, whether or not all or any for the benefit of the Indebtedness shall be declared due and payableSecured Creditors, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the enforcement account of Crown Holdings and its rights Subsidiaries and remedies under any then outstanding and (b) the aggregate amount of the Loan Documents with respect to the Collateral. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independentlyall Unpaid Drawings, singly, successively, together or otherwiseprovided that, at such time and in such order as 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 Administrative 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, Borrower agrees that if an (y) no Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be subject continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to any one action or election of remedies law or rule this clause (b) shall be returned to the Borrowers and (iic) all liens and other rightsenforce, remedies or privileges provided to Administrative cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Lenders shall remain in full force Guarantee Agreement, the provisions of Article XIV, and effect until Administrative Agent all of the Liens and the Lenders have exhausted all remedies with respect security interests created pursuant to the Collateral and the Guaranty or the Indebtedness has been paid Security Documents in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredaccordance with their terms.
Appears in 1 contract
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower8.1.9) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, Agent upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment. Notwithstanding anything to the contrary contained herein, each Lender acknowledges and agrees that no Lender shall have the right to proceed individually against the Borrower, any of the Guarantors or any of the Security with respect to any rights or remedies under the Loan Documents, and that this sentence constitutes an explicit statement by each Lender precluding any such action. In addition to the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with foregoing, the Administrative Agent cash collateral in an amount equal upon direction of the Required Lenders may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to all Letter of Credit Outstandings and (ii) enforcing or availing itself of the extent permitted by applicable law), exercise any or all rights and remedies at law or remedies as set forth in equity (in any combination or order that the Loan Documents against BorrowerLenders may elect, Guarantor and subject to the Collateralforegoing), including, without limitationprejudice to the Lenders’ other rights and remedies, the following:
(a) refuse, and the Lenders and the Issuer may suspend or terminate the Lenders’ obligation to make additional Borrowings or issue additional Letters of Credit, to process Borrowing Requests or Letter of Credit Issuance Requests and to perform any other obligations of the Lenders or the Issuer which are expressly subject to there not being a Default under this Agreement; the remedy set forth in this clause (a) shall be exercised automatically upon an Event of Default with respect to the Borrower described in Section 8.1.9;
(b) make or do the same in such manner and to such extent as the Lenders or the Issuer may deem necessary to protect the Security hereof, the Lenders and the Issuer being authorized to enter upon and take possession of the Property for such purposes, and any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Deed of Trust;
(c) commence, appear in and/or defend any action or proceedings purporting to affect the Security hereof, and/or any additional or other security therefor, the interests, rights, powers or duties of the Lenders or the Issuer hereunder, whether brought by or against the Borrower, the Lenders or the Issuer;
(d) pay, purchase, contest or compromise any Claim, debt, Lien, charge or encumbrance that in the judgment of the Lenders or the Issuer may impair or reasonably appear to impair the security of any Deed of Trust or the other Loan Documents, the interests of the Lenders or the Issuer or the rights, powers and/or duties of the Lenders or the Issuer hereunder and any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Loan Documents;
(e) the Lenders and/or the Issuer (and their respective nominees and/or designees) are authorized either by themselves or by their agents or by a receiver appointed by a court of competent jurisdiction, to enter into and upon and take and hold possession of any portion or the Property and/or the Improvements thereon, both real and personal, and exclude the Borrower and all other Persons therefrom and thereupon the Lenders and/or the Issuer (or their respective nominees and/or designees) may, (u) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct business thereat, (v) take possession of all materials, supplies, tools, equipment and construction facilities and appliances located on the Property and perform any and all Work and labor existing at the time the Lenders and/or the Issuer (or their respective nominees and/or designees) enter into possession of the Property and perform any and all Work and labor necessary to operate and maintain the Property, and all sums expended in so doing, together with interest on such total amount at the rate set forth in Section 3.2.2, shall be repaid by the Borrower to the Lenders and/or the Issuer upon demand and shall be secured by the Loan Documents, (w) employ watchmen to protect the Property, (x) make alterations, additions, renewals, replacements and improvements to the Property, (y) exercise all rights and powers of the Borrower with respect to the Property and pursuant to or remedies available at law under the Operative Documents or any agreements relating to the Property, whether in equity. Unless waived the name of the Borrower or otherwise, including the right to make, cancel, enforce or modify any agreements relating to the Property, obtain and evict tenants and other Persons, and demand, xxx for, collect and receive all earnings, revenues, rents, issues, profits and other income from the Property, and every part thereof, or any agreements relating to the Property and (z) apply the receipts therefrom to the payment of the Indebtedness evidenced and secured by the Loan Documents in writing by accordance with the Loan Documents after deducting therefrom all expenses (including reasonable attorneys’ fees and costs and expenses) incurred in connection with the aforesaid operations and all amounts to pay the Taxes, Impositions, assessments, insurance and other charges in connection with the Property as well as just and reasonable compensation for the services of the Administrative Agent, the Issuer, the Lenders and subject their counsel, agents and employees;
(f) exercise all rights and remedies under any Deed of Trust, any Assignment of Leases and Rents, the Security Agreement and the other Loan Documents;
(g) institute an action, suit or proceeding in all events to equity for the express provisions specific performance by the Borrower of each Loan Documentany covenant, upon the occurrence and during the continuance of an Event of Defaultcondition, all or any one agreement contained herein or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or in any of the other Loan Documents executed Documents;
(h) apply, ex parte and delivered bywithout notice to any Person, for the appointment of a custodian, receiver, liquidator or applicable toconservator of the Property, without regard for the adequacy of the security for the Indebtedness evidenced and secured by the Loan Documents;
(i) set off and apply all monies on deposit in any account or any other monies of the Borrower or at law or in equity may be exercised by on deposit with the Administrative Agent at to the satisfaction of the Obligations under all of the Loan Documents;
(j) engage an Appraiser to obtain an appraisal of the Property which (i) complies with the appraisal standards set forth in FIRREA, (ii) is prepared in accordance with the Uniform Standards of Professional Appraisal Practice as promulgated by The Appraisal Foundation and the Standards of Professional Appraisal Practice and Code of Ethics of the Appraisal Institute and (iii) is otherwise in form and content reasonably satisfactory to the Administrative Agent; and
(k) exercise any time and from time all rights and remedies available to time, whether or not all it under applicable law or any of the Indebtedness shall be declared due and payableOperative Documents. Except as otherwise set forth herein, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action all sums expended by the Lenders and/or the Issuer for the enforcement of its rights and remedies under any of the Loan Documents with respect purposes described above shall be deemed to have been advanced to the Collateral. Any such actions taken by Administrative Agent Borrower under and pursuant to the provisions of this Agreement, shall bear interest at the rate of interest set forth in Section 3.2.2 and shall be cumulative and concurrent and secured by the Deed of Trust. The Administrative Agent, the Issuer or the Lenders (or their respective nominees and/or designees) may be pursued independentlyat any time discontinue any action or remedy commenced by it or them, singlyas the case may be, successivelyor change any course of action undertaken by it or them, together or otherwise, at such time and in such order as event, the Administrative Agent may determine Agent, the Issuer and the Lenders (or their respective nominees and/or designees) shall not be bound by any requirements or limitations of time contained in its sole discretionany Deed of Trust or the other Loan Documents. For the foregoing purposes, the Borrower to the fullest extent permitted by law, without impairing or otherwise affecting hereby constitutes and appoints the other rights and remedies of Administrative Agent permitted by law, equity (or contract the Administrative Agent’s nominee or designee) as set forth herein or in the other Loan Documents. Without limiting the generality true and lawful agent and attorney-in-fact of the foregoing, Borrower agrees that if an Event with full power of Default is continuing (i) neither substitution and hereby empowers the Administrative Agent nor the Lenders (and its nominee or designee) to take such action and require such performance as it deems necessary or desirable. This agency and power of attorney shall be subject deemed to any one action or election of remedies law or rule be coupled with an interest and (ii) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredirrevocable.
Appears in 1 contract
Samples: Loan Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ab) through (ed) of Section 8.1.9 8.1.5 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative the Facility Agent, upon the direction or with the consent of the Required Majority Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to the Borrower declare all of the outstanding principal amount of the Loans Loan and other Obligations (including Reimbursement Obligations) to be due and payable or payable on demand and/or the Revolving Loan Commitments (if not theretofore previously terminated) to be terminated, whereupon the full unpaid amount of the Loans Loan and other Obligations shall be and become immediately due and payablepayable or payable on demand (as the case may be), without further notice, demand or presentment, and and/or, as the case may be, the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in provided that the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Facility 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 Collateral. Any such actions taken if so instructed by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor FEC (where it is the Lenders shall be subject to any one action or election only Lender of remedies law or rule and the FEC Loan (iiacting on the instructions of Finnvera)) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect relation to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent paymentsFEC Loan, or (ii) the Majority Lenders (other than FEC) (with the approval of Xxxxxx) in relation to the Hermes Loan and/or (with the approval of Finnvera) in relation to the Finnvera Balancing Loan, by notice to the Borrower:
(a) cancel all or any part of the (i) FEC Tranche A Commitment and/or the FEC Tranche B Commitment in the event Administrative Agent elects to accelerate less than case of FEC and/or (ii) the entire outstanding principal balance Finnvera Balancing Commitment and/or the Hermes Commitment (as the case may be) in the case of the Loans, Administrative Agent may foreclose this Agreement to recover so much Majority Lenders (other than FEC); and/or
(b) declare that all or part of any amounts outstanding under the Loan Documents in respect of the principal balance Loan or any part thereof are:
(i) immediately due and payable; and/or
(ii) payable on demand by the Facility Agent acting on the instructions of FEC in relation to the FEC Loan and the Majority Lenders (other than FEC) in relation to the Hermes Loan, and/or, if applicable, the Finnvera Balancing Loan. Any notice given under this sub-clause will take effect in accordance with its terms, provided that unless Finnvera has instructed otherwise FEC agrees to consult with the Transferring Lenders (acting in any capacity in relation to the FEC Loan), the Hermes Lenders or the Finnvera Balancing Lenders as applicable for a period not exceeding ten (10) Business Days before giving instructions to the Facility Agent as to the measures to be taken in relation to the acceleration or repayment of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject FEC Loan pursuant to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredSection 8.3.
Appears in 1 contract
Samples: Amendment No. 8 to Credit Agreement (Royal Caribbean Cruises LTD)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor Subsidiary Guarantors and the CollateralGuarantor, including, without limitation, (i) by written notice to the Borrower declare all of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loans and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor Subsidiary Guarantors and the CollateralGuarantor, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 CollateralDocuments. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty, Subsidiary Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recovered.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Strategic Hotels & Resorts, Inc)
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (ed) of Section 8.1.9 with respect to the any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (imay) by written notice to the Borrower Borrowers declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and as the case may be, the Commitments shall terminate and Borrower the Borrowers shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to Cash Collateralize all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equityCanadian BAs. Unless waived in writing by Administrative Agent, and subject in all events Notwithstanding anything to the express provisions of each Loan Document, 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 Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 Collateral. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contrary contained herein or in any other Loan Document Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents shall be construed vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent and the Collateral Agent (or the Canadian Collateral Agent, as requiring applicable) in accordance with this Section and Section 8.2 for the benefit of all the Lenders, the Issuers and the other Secured Parties; provided that the foregoing shall not prohibit (i) any Issuer, any Swing Line Lender, the Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Canadian Administrative Agent may seek satisfaction out of from exercising the Collateral or any part thereof, rights and remedies that inure to its benefit (solely in its absolute discretion in respect of capacity as an Issuer, a Swing Line Lender, the Indebtedness. In addition, Administrative Agent or the Canadian Administrative Agent, as the case may be) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 4.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, then the Required Lenders shall have the right from time rights otherwise ascribed to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredAgent.
Appears in 1 contract
Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (ed) of Section 8.1.9 with respect to the Parent or Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) the Required First Lien Facility Lenders with respect to First Lien Obligations or (ii) the Required Second Lien Facility Lenders with respect to Second Lien Obligations, shall by written notice to the Borrower declare all or any portion of the outstanding principal amount of the such Loans (including Second Lien Term Loans, if applicable) and other Obligations (including Reimbursement Obligations, as applicable) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon whereupon, if applicable, all Second Lien Deposits shall automatically be deemed to be Second Lien Term Loans and the full unpaid amount of the such Loans (including Second Lien Term Loans, as applicable) and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and and/or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to Cash Collateralize all Revolving Letter of Credit Outstandings Outstandings, if applicable; provided that, in the event that any Default occurs with respect to any First Lien Financial Covenant, the Required Second Lien Facility Lenders shall not be permitted to give any such notice unless (i) 45 days or more have elapsed since the date on which such Default occurred and (ii) enforcing or availing itself of such default shall be continuing; provided further that (A) if the Required First Lien Facility Lenders accelerate any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to the express provisions of each Loan Document, upon the occurrence and during the continuance of an Event of Default, all or any one or more portion of the rightsFirst Lien Obligations, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not 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 Collateral. Any such actions taken by 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 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 Administrative 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, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Required Second Lien Facility Lenders shall 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 Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall immediately have the right from time to time to partially foreclose this Agreement accelerate the Second Lien Obligations and (B) if the Pledge Agreement in Required Second Lien Facility Lenders accelerate any manner and for any amounts secured by this Agreement or portion of the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitationSecond Lien Obligations, the following circumstances: (i) in Required First Lien Facility Lenders shall immediately have the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (ii) in the event Administrative Agent elects right to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to this Agreement to secure payment of sums secured by this Agreement and not previously recoveredFirst Lien Obligations.
Appears in 1 contract
