Common use of After an Event of Default Clause in Contracts

After an Event of Default. the Lessor may sell its interest in any Property and Equipment in any commercially reasonable manner upon any terms that the Lessor deems satisfactory, free of any rights of the Lessee or any Person claiming through or under the Lessee. In the event of any such sale or in the event the Lessor elects not to sell any Property or Equipment, in addition to the Accrued Default Obligations, the Lessor shall be entitled to recover from the Lessee, as liquidated damages, and not as a penalty, an amount equal to eighty-five percent (85%) of the Acquisition Cost of any Property or Equipment under this Lease. Proceeds of any such sale received by the Lessor, or, in the event the Lessor elects not to sell, proceeds at any time thereafter received by the Lessor from any sale, occupation, operation, use or lease of any Property or Equipment (net of all reasonable costs and expenses incurred by the Lessor in connection with any sale, 56 58 THIS AMENDED AND RESTATED AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY occupation, operation, use or lease of any Property or Equipment) in excess of fifteen percent (15%) of the Acquisition Cost of such Property or Equipment, shall be credited against the Accrued Default Obligations the Lessee is required to pay under this Section 19. If such excess proceeds exceed the Accrued Default Obligations, or, if the Lessee has paid all amounts required to be paid under this Section 19, such excess shall be paid by the Lessor to the Lessee. If the Lessee converts any such Property or Equipment after an Event of Default, or if such Property or Equipment is lost or destroyed, in addition to the Accrued Default Obligations, the Lessor may cause the Lessee to pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated damages and not as a penalty, an amount equal to eighty-five percent (85%) of the Acquisition Cost of such Property or Equipment.

After an Event of Default. If an Event of Default exists, all Income deposited into the Lessor may sell Collection Account in respect of the Purchased Assets shall be applied by Collection Account Bank, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority: first, to pay all then-currently due and payable servicing fees to Buyer (or its interest designated Servicer), and to reimburse Buyer (or its designated Servicer) for any and all costs, expenses, advances and similar amounts incurred by Buyer (or its designated Servicer) in any Property connection with the servicing of the Purchased Assets; second, to the extent such payments are actually remitted by the Underlying Obligor to the Collection Account, to remit the tax (and Equipment in any commercially reasonable manner upon any terms that the Lessor deems satisfactoryinsurance, free if applicable) escrow portion of any rights of payments received from each Underlying Obligor to the Lessee respective escrow agents pursuant to the escrow agreements for the related Mortgage Loan or Underlying Mortgage Loans, and whether or not any Person claiming through or under the Lessee. In the event of any such sale or in the event the Lessor elects not to sell any Property or Equipment, in addition default exists with respect to the Accrued Default Obligationsrelated Mortgage Loan or Underlying Mortgage Loan; third, the Lessor shall be entitled to recover from the Lessee, as liquidated damages, and not as a penalty, pay to Buyer an amount equal to eighty-five percent (85%) of the Acquisition Cost of any Property or Equipment under this Lease. Proceeds of any such sale received by the Lessor, or, in the event the Lessor elects not Price Differential accrued with respect to sell, proceeds at any time thereafter received by the Lessor from any sale, occupation, operation, use or lease of any Property or Equipment (net of all reasonable costs and expenses incurred by the Lessor in connection with any sale, 56 58 THIS AMENDED AND RESTATED AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY occupation, operation, use or lease of any Property or Equipment) in excess of fifteen percent (15%) of the Acquisition Cost Purchased Assets as of such Property or EquipmentRemittance Date; fourth, shall be credited against the Accrued Default Obligations the Lessee is required to pay under this Section 19. If such excess proceeds exceed the Accrued Default Obligations, or, if the Lessee has paid all amounts required to be paid under this Section 19, such excess shall be paid by the Lessor to the Lessee. If the Lessee converts any such Property or Equipment after an Event of Default, or if such Property or Equipment is lost or destroyed, in addition to the Accrued Default Obligations, the Lessor may cause the Lessee to pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated damages and not as a penalty, Buyer an amount equal to eighty-five percent all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Buyer under the Repurchase Documents; fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Assets (85%to be applied in such order and in such amounts as determined by Buyer in its discretion, until such Purchase Price has been reduced to zero) of plus all other amounts due to Buyer under the Acquisition Cost of such Property or EquipmentRepurchase Documents; seventh, to pay to Buyer all other Repurchase Obligations due to Buyer; and eighth, to pay to Seller any remainder for its own account.

After an Event of Default. the Lessor may sell its interest in any Property and Equipment in any commercially reasonable manner the Project upon any terms that the Lessor deems satisfactory, free of any rights of the Lessee or any Person claiming through or under the LesseeLessee (including, without limitation, any rights hereunder or under the Agreement for Lease). In the event of any such sale or in the event the Lessor elects not to sell any Property or Equipment, in addition to the Accrued Default Obligationssale, the Lessor shall be entitled to recover from the Lessee, as liquidated damages, damages and not as a penalty, and subject to the second succeeding sentence, an amount equal to eighty-five percent (85%) of the Adjusted Acquisition Cost of any Property or Equipment under this LeaseCost. Proceeds of any such sale received by the Lessor, or, in the event the Lessor elects not to sell, proceeds at any time thereafter received by the Lessor from any sale, occupation, operation, use or lease of any Property or Equipment (net of all reasonable costs and expenses incurred by the Lessor in connection with any sale, 56 58 THIS AMENDED AND RESTATED AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY occupation, operation, use or lease of any Property or Equipment) in excess of fifteen percent (15%) of the Adjusted Acquisition Cost of such Property or Equipment, shall be credited against the Accrued Default Obligations amounts the Lessee is required to pay under this Section 1919 and any other provision hereof. If such excess proceeds plus the Adjusted Acquisition Cost, exceed the Accrued Default Obligationssum of (i) the Adjusted Acquisition Cost and (ii) any Unrecovered Liabilities and Judgments, or, and if the Lessee has indefeasibly paid the Adjusted Acquisition Cost, plus all Unrecovered Liabilities and Judgments and all other amounts required to be paid under this Section 1919 and any other provision hereof, such excess shall be paid by the Lessor to the Lessee. If ; provided, however, that the Lessee converts shall remain liable for any Unrecovered Liabilities and Judgments that arise after the payment of such excess proceeds to the extent such Unrecovered Liabilities and Judgments arise from or relate to acts or omissions occurring, or circumstances or conditions created or existing at any time as of or prior to the expiration or termination of this Lease. As an alternative to any such Property or Equipment after an Event of Default, or if such Property or Equipment is lost or destroyed, in addition to the Accrued Default Obligationssale, the Lessor may cause require the Lessee to pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated damages and not as a penalty, an amount equal to eightythe Adjusted Acquisition Cost. If the Lessor subsequently sells its interest in the Project, the proceeds of any such sale shall be distributed as provided in the third and fourth sentences of this paragraph. If the Lessee converts the Project or any part thereof after an Event of Default, or if the Project suffers an Event of Loss or is otherwise lost or destroyed at the time of the Event of Default the Lessor may require the Lessee to pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated damages and not as a penalty, an amount equal to the Adjusted Acquisition Cost. In the event the Lessor receives indefeasible payment from the Lessee of the Adjusted Acquisition Cost of the Project and all Unrecovered Liabilities and Judgments, the Lessor shall transfer all of the Lessor's right, title and interest in and to the Project, the Ground Lease, the Easements, the EPC Contract and any other Project Contract to the Lessee. In the event of a sale pursuant to this Section 19, upon indefeasible receipt by the Lessor of the amounts payable hereunder, the Lessor shall transfer all of the Lessor's right, title and interest in and to the Project to a purchaser other than the Lessee or to the Lessee, as the case may be. In the event the Lessor is not paid an amount equal to the Adjusted Acquisition Cost and all Unrecovered Liabilities and Judgments, then, in addition to the Lessor's other rights in this Section 19, the Lessee shall upon the Lessor's request (i) assign (or if not legally assignable, cooperate and assist to the extent necessary or required in the transfer or reissuance thereof) to the Lessor (or to an assignee designated by the Lessor or Assignee), at no cost, all right, title and interest of the Lessee in, to and under all Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or use of the Project and obtained and held by the Lessee at that time, (ii) assign to the Lessor (or to a foreclosure purchaser designated by the Lessor or Assignee), at no cost, all right, title and interest of the Lessee in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a precondition thereunder to an assignment to any other third party assignee designated by the Lessor or Assignee, use its best efforts to obtain any such required consent to such proposed non-five percent foreclosure assignment and assumption of the Project Contracts; and (85%iii) assign to the Lessor, at no cost, all right, title and interest of the Lessee in, to and under all service agreements in existence at the time of such sale and transferable by the Lessee and any easements available to the Lessee and transferable by the Lessee in connection with the equipping, maintenance, operation or use of the Project. The Lessee acknowledges that it would be difficult to ascertain the value to the Lessor of the Lessee's agreement to assign, transfer or have reissued to the Lessor such Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to the Lessor such service agreements and easements or to adequately compensate the Lessor by an award of damages for the Lessee's failure to assign to the Lessor such Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to the Lessor such service agreements and easements, and that therefore the Lessor would not have an adequate remedy at law for breach by the Lessee of its agreement hereunder to the Lessor. Accordingly, the Lessee acknowledges that the Lessor shall be entitled to obtain specific performance of the Lessee's obligation to assign to the Lessor such Governmental Actions and Intellectual Property Rights, to obtain such consents to such assignment and to assign to the Lessor the service agreements and easements. In the event the Lessee fails to obtain any consents required in clause (ii) of the Acquisition Cost third preceding sentence, at the request of the Lessor or such purchaser, as the case may be, the Lessee shall agree to (A) at the expense of such Property purchaser or Equipmentthe Lessor, as the case may be, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such third party or the Lessor, as the case may be, (B) at the expense of such third party or the Lessor, as the case may be, and subject to the receipt of indemnification reasonably acceptable to the Lessee, take all actions requested by such third party or the Lessor, as the case may be, with respect to such Project Contracts (including all actions with respect to the enforcement of the Lessee's rights and remedies under such Project Contracts), and (C) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such third party or the Lessor, as the case may be. In addition to its other rights in this Section 19, the Lessor may exercise its various rights under the Facility Support Agreement or transfer such rights to the purchaser in a sale and the Lessee acknowledges hereby its agreement to perform its obligations thereunder. No remedy referred to in this Section 19 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to the Lessor at law or in equity, and the exercise in whole or in part by the Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by the Lessor of any or all such other remedies. No waiver by the Lessor of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Lease as a result of an Event of Default, the Lessee hereby waives service of any notice of intention to re-enter. The Lessee hereby waives any and all rights to recover or regain possession of the Project or to reinstate this Lease as permitted or provided by or under any statute, law or decision now or hereafter in force and effect.

After an Event of Default. the Lessor Owner may sell its interest in any Property and Equipment in any commercially reasonable manner the Project upon any terms that the Lessor Owner deems satisfactory, free of any rights of the Lessee Agent or any Person claiming through or under Agent (including, without limitation, any rights hereunder or under the LesseeLease or the Project Contracts). In the event of any such sale or in the event the Lessor elects not to sell any Property or Equipmentsale, in addition to the Accrued Default Obligations, the Lessor Owner shall be entitled to recover from the Lessee, as liquidated damages, and not as a penalty, an amount equal to eighty-five percent (85%) of the Acquisition Cost of any Property or Equipment under this Lease. Proceeds of any such sale received by the Lessor, or, in the event the Lessor elects not to sell, proceeds at any time thereafter received by the Lessor from any sale, occupation, operation, use or lease of any Property or Equipment (net of all reasonable costs and expenses incurred by the Lessor in connection with any sale, 56 58 THIS AMENDED AND RESTATED AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY occupation, operation, use or lease of any Property or Equipment) in excess of fifteen percent (15%) of the Acquisition Cost of such Property or Equipment, shall be credited against the Accrued Default Obligations the Lessee is required to pay under this Section 19. If such excess proceeds exceed the Accrued Default Obligations, or, if the Lessee has paid all amounts required to be paid under this Section 19, such excess shall be paid by the Lessor to the Lessee. If the Lessee converts any such Property or Equipment after an Event of Default, or if such Property or Equipment is lost or destroyed, in addition to the Accrued Default Obligations, the Lessor may cause the Lessee to pay to the Lessor, and the Lessee shall pay to the LessorAgent, as liquidated damages and not as a penalty, an amount equal to eighty-five percent (85%) the Acquisition Cost, minus the proceeds of such sale received by Owner. Proceeds of sale received by Owner in excess of the Acquisition Cost shall be credited against the Accrued Default Obligations Agent is required to pay under this subsection 11.2. If such excess proceeds and/or such amounts exceed the Accrued Default Obligations plus the Unrecovered Liabilities and Judgments, and if Agent has indefeasibly paid all other amounts required to be paid under this subsection 11.2, such excess shall be paid by Owner to Agent; provided, however, that Agent shall be liable for any Unrecovered Liabilities and Judgments that arise after the payment of such excess proceeds to the extent such Unrecovered Liabilities and Judgments arise from or relate to acts or omissions occurring, or circumstances or conditions created or existing, at any time as of or prior to the expiration or termination of this Agreement. As an alternative to any such sale, or if Agent converts the Project after an Event of Default, or if the Project is lost or destroyed after an Event of Default has occurred, in addition to the Accrued Default Obligations, Owner may cause Agent to pay to Owner, and Agent shall pay to Owner, as liquidated damages and not as a penalty, an amount equal to the Acquisition Cost, and Owner shall have no further obligation to reimburse Agent for any Unreimbursed Project Costs. In the event Owner receives indefeasible payment of the Acquisition Cost, the Accrued Default Obligations and the Unrecovered Liabilities and Judgments, Owner shall transfer all of Owner's right, title and interest in and to the Project, including without limitation, the delivery of the documents contemplated in Section 14 below, to Agent. In the event of a sale pursuant to this subsection 11.2, upon indefeasible receipt by Owner of the amounts payable hereunder, Owner shall transfer all of Owner's right, title and interest in and to the Project to a purchaser other than Agent or to Agent, as the case may be. In the event Owner is not paid an amount equal to the Acquisition Cost plus the Accrued Default Obligations and Unrecovered Liabilities and Judgments, then, in addition to Owner's other rights in this subsection 11.2, Agent shall upon Owner's request (i) assign (or if not legally assignable, cooperate and assist to the extent necessary or required in the transfer or reissuance thereof) to Owner (or to an assignee designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under all Construction Documents, Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or Equipmentuse of the Project and obtained and held by Agent at that time, (ii) assign to Owner (or to a foreclosure purchaser designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a precondition thereunder to an assignment to any other third party assignee designated by Owner or Assignee, use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of the Project Contracts and (iii) assign to Owner, at no cost, all right, title and interest of Agent in, to and under all service agreements in existence at the time of such sale and transferable by Agent and easements available to Agent and transferable by Agent in connection with the equipping, maintenance, operation or use of the Project. Agent acknowledges that it would be difficult to ascertain the value to Owner of Agent's agreement to assign, transfer or have reissued to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements or to adequately compensate Owner by an award of damages for Agent's failure to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements, and that therefore Owner would not have an adequate remedy at law for breach by Agent of its agreement hereunder to Owner. Accordingly, Agent acknowledges that Owner shall be entitled to obtain specific performance of Agent's obligation to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to obtain such consents to such assignment and to assign to Owner the service agreements and easements. In the event Agent fails to obtain any consents required in clause (ii) of the third preceding sentence, at the request of Owner or such purchaser, as the case may be, Agent shall agree to (1) at the expense of such purchaser or Owner, as the case may be, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such third party or Owner, as the case may be, (2) at the expense of such third party or Owner, as the case may be, and subject to receipt of indemnification reasonably acceptable to Agent, take all actions requested by such third party or Owner, as the case may be, with respect to such Project Contracts (including all actions with respect to the enforcement of Agent's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such third party or Owner, as the case may be. In addition to its other rights in this subsection 11.2, Owner may exercise its various rights under the Facility Support Agreement or transfer such rights to the purchaser in a sale and Agent acknowledges hereby its agreement to perform its obligations thereunder. No remedy referred to in this subsection 11.2 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Owner at law or in equity, and the exercise in whole or in part by Owner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Owner of any or all such other remedies. No waiver by Owner of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Agreement as a result of an Event of Default, Agent hereby waives service of any notice of intention to re-enter. To the extent permitted by applicable law, Agent hereby waives any and all rights to recover or regain possession of the Project or to reinstate this Agreement as permitted or provided by or under any statute, law or decision now or hereafter in force and effect.

After an Event of Default. the Lessor Owner may sell its interest in any Property Unit Premises, Unit Improvements, Unit FF&E, and Equipment in any commercially reasonable manner Unit upon any terms that the Lessor Owner deems satisfactory, free of any rights of the Lessee Agent or any Person claiming through or under the LesseeAgent. In the event of any such sale or in the event the Lessor elects not to sell any Property or Equipmentsale, in addition to the Accrued Default Obligations, the Lessor Owner shall be entitled to recover from the LesseeAgent, as liquidated damages, and not as a penalty, an amount equal to eighty-five percent (85%) of the Unit Acquisition Cost of any Property Unit Premises, Unit Improvements, Unit FF&E or Equipment under this Lease. Proceeds Unit so sold, minus the proceeds of any such sale received by the Lessor, or, in the event the Lessor elects not to sell, proceeds at any time thereafter Owner. Proceeds of sale received by the Lessor from any sale, occupation, operation, use or lease of any Property or Equipment (net of all reasonable costs and expenses incurred by the Lessor in connection with any sale, 56 58 THIS AMENDED AND RESTATED AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY occupation, operation, use or lease of any Property or Equipment) Owner in excess of fifteen percent (15%) of the Unit Acquisition Cost of such Property Unit Premises, Unit Improvements, Unit FF&E or Equipment, Unit sold shall be credited against the Accrued Default Obligations the Lessee Agent is required to pay under this Section 19subsection 11.2. If such excess proceeds exceed the Accrued Default Obligations, or, if the Lessee Agent has paid all amounts required to be paid under this Section 19subsection 11.2, such excess shall be paid by the Lessor Owner to the LesseeAgent. If the Lessee As an alternative to any such sale, or if Agent converts any such Property Unit Premises, Unit Improvements, Unit FF&E THIS AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY or Equipment Unit after an Event of Default, or if such Property Unit Premises, Unit Improvements, Unit FF&E or Equipment Unit is lost or destroyed, in addition to the Accrued Default Obligations, the Lessor Owner may cause the Lessee Agent to pay to the LessorOwner, and the Lessee Agent shall pay to the LessorOwner, as liquidated damages and not as a penalty, an amount equal to eighty-five percent (85%) of the Unit Acquisition Cost of such Property Unit Premises, Unit Improvements, Unit FF&E or EquipmentUnit. In the event Owner receives payment pursuant to the previous sentence of this paragraph, Owner shall transfer all of Owner's right, title and interest in and to the Unit Premises, Unit Improvements, Unit FF&E and Unit to Agent. In the event of a sale pursuant to this subsection 11.2, upon receipt by Owner of the amounts payable hereunder, Owner shall transfer all of Owner's right, title and interest in and to the Unit Premises, Unit Improvements, Unit FF&E and Unit to Agent or a purchaser other than Agent, as the case may be. No remedy referred to in this subsection 11.2 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Owner at law or in equity, and the exercise in whole or in part by Owner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Owner of any or all such other remedies. No waiver by Owner of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Agreement as to any Unit Premises, Unit Improvements, Unit FF&E, or Unit as a result of an Event of Default, Agent hereby waives service of any notice of intention to re-enter. Agent hereby waives any and all rights to recover or regain possession of any Unit Premises, Unit Improvements, Unit FF&E, or Unit or to reinstate this Agreement as permitted or provided by or under any statute, law or decision now or hereafter in force and effect.