Common use of Additional Remedies of the Administrative Agent Clause in Contracts

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances made to the Borrower hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default), the aggregate outstanding principal amount of the Advances, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the Borrower’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided that the Borrower, or its Affiliates, may exercise its right of first refusal to repurchase the Collateral Portfolio, in whole but not in part, prior to such sale at a purchase price that is not less than the amount of the Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted), which right of first refusal shall terminate not later than 5:00 p.m. on the tenth Business Day following the Facility Maturity Date.

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances made to the Borrower Outstanding hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default)Date, the aggregate outstanding principal amount of the AdvancesAdvances Outstanding, all accrued and unpaid Fees and Yield and any other outstanding Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the BorrowerServicer’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided that the Borrower, Servicer or its Affiliates, may exercise its any Affiliates thereof shall have the right of first refusal to repurchase the Collateral Portfolio, purchase in whole but not in part, prior to such sale at a purchase price that is not less than the amount all of the Obligations (other than contingent indemnification and reimbursement obligations which are unknownLoan Assets in the Collateral Portfolio, unmatured and/or for which no claim giving rise thereto has been asserted)in each case by paying to the Collateral Agent in immediately available funds, which an amount equal to all outstanding Obligations. If the Servicer or any Affiliates thereof fail to exercise this purchase right of first refusal shall terminate not later than by 5:00 p.m. on the tenth Business Day (10th) day following such acceleration of the Facility Maturity DateObligations pursuant to Section 7.02(a), then such contractual rights shall be irrevocably forfeited by the Servicer and Affiliates thereof, but nothing herein shall prevent the Servicer or its Affiliates from bidding at any sale of such Collateral Portfolio.

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances made to the Borrower hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default)Date, the aggregate outstanding principal amount of the Advances, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the BorrowerServicer’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided provided, that notwithstanding anything to the Borrowercontrary herein or in any other Transaction Document, in the case of the declaration of the Facility Maturity Date that arises solely pursuant to Section 7.01(d) due solely to the occurrence of an event described in clauses (f) or its Affiliates(g) of the definition of “Servicer Termination Event” or clause (m) of the definition of “Servicer Termination Event” (to the extent arising solely due to the occurrence of an event described in clauses (f) or (g) of the definition thereof), the Collateral Agent and the Administrative Agent (as applicable) may exercise its right not order the assembly or liquidation of first refusal to repurchase the Collateral Portfolio, or take any action or exercise any power of attorney furnished hereunder in whole but not in partconnection with such assembly or liquidation, prior to such sale at a purchase price until on or after the earlier of (x) the date that is not less ninety (90) days after the occurrence of such Facility Maturity Date or (y) the occurrence of a Facility Maturity Date for any other reason other than the amount an event described in clauses (f) or (g) of the Obligations definition of “Servicer Termination Event” or clause (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been assertedm) of the definition of “Servicer Termination Event” (to the extent arising solely due to the occurrence of an event described in clauses (f) or (g) of the definition thereof), which right of first refusal shall terminate not later than 5:00 p.m. on the tenth Business Day following the Facility Maturity Date.

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances made to the Borrower Outstanding hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default)Date, the aggregate outstanding principal amount of the AdvancesAdvances Outstanding, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the BorrowerServicer’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided provided, that notwithstanding anything to the Borrowercontrary herein or in any other Transaction Document, in the case of the declaration of the Facility Maturity Date that arises solely pursuant to a change in Applicable Law which creates an Event of Default pursuant to Section 7.01(f), the Collateral Agent and the Administrative Agent (as applicable) may not order the assembly or its Affiliates, may exercise its right liquidation of first refusal to repurchase the Collateral Portfolio, or take any action or exercise any power of attorney furnished hereunder in whole but not in partconnection with such assembly or liquidation, prior to such sale at a purchase price until on or after the earlier of (x) the date that is not less than 90 days after the amount Administrative Agent provides written notice to the Borrower of the Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted), which right such declaration of first refusal shall terminate not later than 5:00 p.m. on the tenth Business Day following the Facility Maturity DateDate as a result of Section 7.01(f) or (y) the occurrence of an Event of Default for any other reason other than pursuant to Section 7.01(f).

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances made to the Borrower hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default)Date, the aggregate outstanding principal amount of the Advances, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the BorrowerServicer’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided provided, that notwithstanding anything to the Borrowercontrary herein or in any other Transaction Document, in the case of the declaration of the Facility Maturity Date that arises solely pursuant to a change in Applicable Law which creates an Event of Default pursuant to Section 7.01(f), the Collateral Agent and the Administrative Agent (as applicable) may not order the assembly or its Affiliates, may exercise its right liquidation of first refusal to repurchase the Collateral Portfolio, or take any action or exercise any power of attorney furnished hereunder in whole but not in partconnection with such assembly or liquidation, prior to such sale at a purchase price until on or after the earlier of (x) the date that is not less than 90 days after the amount Administrative Agent provides written notice to the Borrower of the Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted), which right such declaration of first refusal shall terminate not later than 5:00 p.m. on the tenth Business Day following the Facility Maturity DateDate as a result of Section 7.01(f) or (y) the occurrence of an Event of Default for any other reason other than pursuant to Section 7.01(f).

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Required Lenders’ declaration that the Advances made to the Borrower hereunder Obligations are immediately due and payable pursuant to Section 7.01 upon the occurrence and continuance of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default), the aggregate outstanding principal amount of the Advances, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender AgentsSecured Parties, to immediately sell (at the Borrower’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided Obligations pursuant to Section 7.02(e). (b) The parties recognize that it may not be possible to sell all of the BorrowerCollateral Portfolio on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for the assets constituting the Collateral Portfolio may not be liquid. Accordingly, the Administrative Agent may elect, in its Affiliatessole discretion, may exercise its right the time and manner of first refusal to repurchase liquidating any of the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent or the Collateral Agent (acting as directed by the Administrative Agent) to liquidate any of the Collateral Portfolio on the date the Administrative Agent or the Required Lenders declare the Obligations to be immediately due and payable pursuant to Section 7.01 or to liquidate all of the Collateral Portfolio in whole but not in partthe same manner or on the same Business Day. Notwithstanding anything to the contrary herein, prior to such sale at a purchase price that is the Administrative Agent shall give the Borrower not less than two (2) Business Days prior notice of any sale of Collateral Assets pursuant to this Section 7.02, and if the amount Equityholder or any of its Affiliates notifies the Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted), which right of first refusal shall terminate Administrative Agent not later than 5:00 p.m. on the tenth Business Day following delivery of such notice of sale that it will purchase the Facility Maturity DateCollateral Portfolio for a cash purchase price not less than the amount required (after deducting the reasonable expenses of such sale or liquidation) to discharge in full the Obligations, then the Equityholder or such Affiliate shall have the right to purchase the Collateral Portfolio in whole by paying such cash purchase price into the Collection Account not later than 5:00 p.m. on the second Business Day following delivery of such notice of sale and the Administrative Agent and the Collateral Agent shall not otherwise sell any Collateral Assets pursuant to this Section 7.02 prior to such payment deadline. Any failure by the Equityholder (or an Affiliate thereof) (x) to deliver notice of its election to purchase the Collateral Portfolio or (y) to purchase the Collateral Portfolio, in each case in accordance with the preceding sentence, shall result in the irrevocable forfeiture of such purchase option.

Additional Remedies of the Administrative Agent. (a) If, (i) upon the Administrative Agent’s or the Required Lenders’ declaration that the Advances made to the Borrower hereunder Obligations are immediately due and payable pursuant to Section 7.01 upon the occurrence and continuance of an Event of Default, or (ii) on the Facility Maturity Date (other than a Facility Maturity Date occurring pursuant to clause (iv) of the definition thereof prior to an Event of Default), the aggregate outstanding principal amount of the Advances, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender AgentsSecured Parties, to immediately sell (at the Borrower’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided Obligations pursuant to Section 7.02(e). (b) The parties recognize that it may not be possible to sell all of the BorrowerCollateral Portfolio on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for the assets constituting the Collateral Portfolio may not be liquid. Accordingly, the Administrative Agent may elect, in its Affiliatessole discretion, may exercise its right the time and manner of first refusal to repurchase liquidating any of the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent or the Collateral Agent (acting as directed by the Administrative Agent) to liquidate any of the Collateral Portfolio on the date the Administrative Agent or the Required Lenders declare the Obligations to be immediately due and payable pursuant to Section 7.01 or to liquidate all of the Collateral Portfolio in whole but not in partthe same manner or on the same Business Day. Notwithstanding anything to the contrary herein, prior to such sale at a purchase price that is the Administrative Agent shall give the Borrower not less than two (2) Business Days prior notice of any sale of Collateral Assets pursuant to this Section 7.02, and if the amount Equityholder or any of its Affiliates notifies the Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted), which right of first refusal shall terminate Administrative Agent not later than 5:00 p.m. on the tenth Business Day following delivery of such notice of sale that it will purchase the Facility Maturity Date.Collateral Portfolio for a cash purchase price not less than the amount required (after deducting the reasonable expenses of such sale or liquidation) to discharge in full the Obligations, then the Equityholder or such Affiliate shall have the right to purchase the Collateral Portfolio in whole by paying such cash purchase price into the Collection Account not later than 5:00 p.m. on the second Business Day following delivery of such notice of sale and the Administrative Agent and the Collateral Agent shall not otherwise sell any Collateral Assets pursuant to this Section 7.02 prior to such payment deadline. Any failure by the Equityholder (or an Affiliate thereof) (x) to deliver notice of its election to purchase the Collateral Portfolio or (y) to purchase the Collateral Portfolio, in each case in accordance with the preceding sentence, shall result in the irrevocable forfeiture of such purchase option. (c) If the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell the Collateral Portfolio or any part thereof in one or more parcels at a public or private sale, at the request of the Collateral Agent or the USActive 60058040.860058040.11 -146-