Common use of Borrower Default Clause in Contracts

Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge of the occurrence of an Event of Default, Administrative Agent shall give notice of the Event of Default to Borrower and any other parties to whom notice must be provided under this Agreement. Administrative Agent shall send a copy of that default notice to all Lenders promptly after sending such notice. Neither Administrative Agent nor any Lender shall be deemed to have actual knowledge of the occurrence of an Event of Default unless Administrative Agent or such Lender has received written notice from a Lender or Borrower referring to this Agreement and describing the Event of Default (provided, however, that Administrative Agent shall be deemed to have actual knowledge of any Event of Default described in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such Event of Default. (b) In the event that the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent shall declare the outstanding principal balance of the Loan, all interest thereon and all other amounts payable under the Loan Documents to be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; provided, that (i) such action is not stayed by any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) Administrative Agent believes in good faith that such action will not expose Administrative Agent to any liability from any party, including, without limitation, Borrower or any Lender. If, after commencing such foreclosure proceeding, Administrative Agent is directed to cease such action or to take another course of action by the Requisite Lenders under the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretion.

Borrower Default. (a) Promptly after the Administrative Agent or any Lender acquires actual knowledge that a Default or an Event of Default has occurred, such party shall notify the other Lenders in writing of the such Default or an Event of Default. Promptly after the Administrative Agent acquires actual knowledge of the occurrence of a Default or an Event of Default, the Administrative Agent shall give such notice of the Default or the Event of Default to the Borrower and any other parties to whom notice must is required to be provided under this Agreement. The Administrative Agent shall send a copy of that default such notice to all Lenders promptly after sending such notice. Neither Promptly and, in any event, within thirty (30) days after the Administrative Agent nor any Lender shall be deemed to have acquires actual knowledge of that a Default has occurred, the occurrence of an Event of Default unless Administrative Agent or such Lender has received written notice from a Lender or Borrower referring to this Agreement and describing the Event of Default (provided, however, that Administrative Agent shall be deemed evaluate the circumstances of such Default, its impact on the Borrower and the courses of action available to have actual knowledge the Lenders, which may include such responses as entering into a forbearance agreement for a period of any Event time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default described in Section 10.1(a)(i)(Aor determining the timing and order of enforcement of the remedies available to the Lenders. The Administrative Agent shall, upon completing such evaluation, forward to each Lender a detailed written proposal outlining the course of action that the Administrative Agent is recommending and the reasons therefor. Each Lender shall either approve or disapprove of the Administrative Agent's proposal by written notice to the Administrative Agent within fifteen (15) or (B)) without Business Days after its receipt of a such proposal. If any Lender fails to deliver its written notice of approval or disapproval within such period, the Administrative Agent is authorized to treat such failure to respond as a direction from a such Lender or Borrower referring to this Agreement proceed in accordance with the Administrative Agent's proposal. Notwithstanding the foregoing and describing such Event of Default. (b) In subject to Section 15.15(a), if at any time after the event that Administrative Agent forwards the Requisite detailed written proposal to the Lenders, the Required Lenders approve or direct the commencement of a foreclosure proceeding or other Administrative Agent to exercise of certain remedies, to then the extent not already done so, Administrative Agent shall declare commence to exercise such remedies as specified in such direction. Unless the outstanding principal balance Required Lenders disapprove of the LoanAdministrative Agent's proposal, all interest thereon the Administrative Agent shall proceed with its proposal in due course in the same manner the Administrative Agent generally implements similar proposals for loans held for its own account. If either (i) the Administrative Agent's proposal is disapproved by Lenders holding more than sixty percent (60%) of the total Percentages and all other amounts payable under no alternative is approved within a reasonable time thereafter or (ii) the proposal is approved but the Administrative Agent is unable to accomplish the goals of such proposal within a period of time deemed reasonable by the Administrative Agent, the Administrative Agent is authorized in each such case, after so notifying the Lenders in writing, to proceed to exercise the rights and remedies granted to the Lenders by the Loan Documents or under law with respect to be acceleration of the Obligations, appointment of a receiver, foreclosure of and realization on the Deed of Trust and the other Security Documents and collection on the Guaranty. The Lenders acknowledge that the Administrative Agent's right to take enforcement action shall not obligate the Administrative Agent to commence immediately due any specific enforcement procedure. The Lenders agree to cooperate in good faith and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; provided, that (i) such action is not stayed in connection with the exercise by any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) the Administrative Agent believes in good faith that such action will not expose Administrative Agent of the rights granted to any liability from any partythe Lenders by law and the Loan Documents, including, without limitationbut not limited to, Borrower or providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Project. Each Lender agrees that it shall subscribe to and accept its Percentage of the ownership interests in any Lenderentity organized to hold title to the Project and each such Lender agrees that the nature of such entity shall be determined by the Required Lenders. If, after commencing such foreclosure proceeding, The Administrative Agent is directed hereby authorized to cease act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such action as the supervision of attorneys, accountants, appraisers or to take another course others acting for the benefit of action by all of the Requisite Lenders under in connection with litigation, foreclosure, realization of all or any security given as collateral for the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding Loan or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretionsimilar actions.

Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge of that a Default has occurred, the occurrence of an Event of Default, Administrative Agent shall give notice evaluate the circumstances of such Default, its impact on Borrower, Co-Borrower and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the Event of remedies available to the Lenders. Unless expressly directed in writing to the contrary by the Required Lenders, the Administrative Agent is expressly authorized to discuss such Default to and possible resolutions with the Borrower, Co-Borrower and Subsidiary Guarantors and to refrain from exercising any other parties to whom notice must be rights and remedies while conducting such evaluation, provided under this Agreement. that the Administrative Agent shall send a copy not enter into any written forbearance agreement with Borrower or Co-Borrower or any Subsidiary Guarantor without the 109 prior consent of that default notice to all Lenders promptly after sending such noticethe Required Lenders. Neither The foregoing provisions shall not limit the right, power or authority of the Administrative Agent nor any Lender shall be deemed to have actual knowledge of the occurrence of an Event of Default unless take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent or shall, upon completing such evaluation and if the Administrative Agent deems it appropriate, forward to each Lender has received a written notice from a Lender or Borrower referring to this Agreement and describing proposal outlining the Event course of Default (providedaction that the Administrative Agent recommends, howeverif any. If the Required Lenders so approve the Administrative Agent's proposal, that the Administrative Agent shall be deemed seek to have actual knowledge of any Event of Default described implement such proposal in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such Event of Default. (b) In due course in the event that same manner the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent shall declare the outstanding principal balance of the Loan, all interest thereon generally implements similar proposals for loans held for its own account. The Lenders agree to cooperate in good faith and all other amounts payable under the Loan Documents to be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; provided, that (i) such action is not stayed in connection with the exercise by any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) the Administrative Agent believes in good faith that such action will not expose Administrative Agent of the rights granted to any liability from any partythe Lenders by law and the Loan Documents, including, without limitationbut not limited to, Borrower or providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Project. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any Lenderentity organized to hold title to the Project and any other Collateral. If, after commencing Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any entity organized to hold title to the Project and each such foreclosure proceeding, Lender agrees that the nature of such entity shall be determined by the Required Lenders. The Administrative Agent is directed hereby authorized to cease act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such action as the supervision of attorneys, accountants, appraisers or to take another course others acting for the benefit of action by all of the Requisite Lenders under in connection with litigation, foreclosure, realization of all or any security given as collateral for the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding Secured Obligations or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretionsimilar actions.

Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge of that a Default has occurred, the occurrence of an Event of Default, Administrative Agent shall give notice evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the Event of remedies available to the Lenders. Unless expressly directed in 113 writing to the contrary by the Majority Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with Borrower, Parent Guarantor and Subsidiary Guarantors and to Borrower refrain from exercising any rights and any other parties to whom notice must be remedies while conducting such evaluation, provided under this Agreement. that the Administrative Agent shall send a copy not enter into any written forbearance agreement with Borrower, Parent Guarantor or any Subsidiary Guarantor without the prior consent of that default notice to all Lenders promptly after sending such noticethe Majority Lenders. Neither The foregoing provisions shall not limit the right, power or authority of the Administrative Agent nor any Lender shall be deemed to have actual knowledge of the occurrence of an Event of Default unless take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent or shall, upon completing such evaluation and if the Administrative Agent deems it appropriate, forward to each Lender has received a written notice from a Lender or Borrower referring to this Agreement and describing proposal outlining the Event course of Default (providedaction that the Administrative Agent recommends, howeverif any. If the Majority Lenders so approve the Administrative Agent's proposal, that the Administrative Agent shall be deemed seek to have actual knowledge of any Event of Default described implement such proposal in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such Event of Default. (b) In due course in the event that same manner the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent shall declare the outstanding principal balance of the Loan, all interest thereon generally implements similar proposals for loans held for its own account. The Lenders agree to cooperate in good faith and all other amounts payable under the Loan Documents to be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; provided, that (i) such action is not stayed in connection with the exercise by any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) the Administrative Agent believes in good faith that such action will not expose Administrative Agent of the rights granted to any liability from any partythe Lenders by law and the Loan Documents, including, without limitationbut not limited to, Borrower or providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel Florida and/or the Project. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any Lenderentity organized to hold title to the Opryland Hotel Florida and/or the Project and each such Lender agrees that the nature of such entity shall be determined by the Majority Lenders. If, after commencing such foreclosure proceeding, The Administrative Agent is directed hereby authorized to cease act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such action as the supervision of attorneys, accountants, appraisers or to take another course others acting for the benefit of action by all of the Requisite Lenders under in connection with litigation, foreclosure, realization of all or any security given as collateral for the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding Secured Obligations or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretionsimilar actions.

Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge of the occurrence of an Event of Default, Administrative Agent shall give notice of the Event of Default to Borrower and any other parties to whom notice must be provided under this Agreement. Administrative Agent shall send a copy of that default notice to all Lenders promptly after sending such notice. Neither Administrative Agent nor any Lender shall be deemed to have actual knowledge of the occurrence of an Event of Default unless Administrative Agent or such Lender Xxxxxx has received written notice from a Lender or Borrower referring to this Agreement and describing the Event of Default (provided, however, that Administrative Agent shall be deemed to have actual knowledge of any Event of Default described in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such Event of Default. (b) In the event that the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent shall declare the outstanding principal balance of the Loan, all interest thereon and all other amounts payable under the Loan Documents to be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; provided, that (i) such action is not stayed by any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) Administrative Agent believes in good faith that such action will not expose Administrative Agent to any liability from any party, including, without limitation, Borrower or any Lender. If, after commencing such foreclosure proceeding, Administrative Agent is directed to cease such action or to take another course of action by the Requisite Lenders under the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretion.. -181- Section

Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge of that a Default has occurred, the occurrence of an Event of Default, Administrative Agent shall give notice evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the Event of remedies available to the Lenders. Unless expressly directed in writing to the contrary by the Majority Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with Borrower, Parent Guarantor and Subsidiary Guarantors and to Borrower refrain from exercising any rights and any other parties to whom notice must be remedies while conducting such evaluation, provided under this Agreement. that the Administrative Agent shall send a copy not enter into any written forbearance agreement with Borrower, Parent Guarantor or any Subsidiary Guarantor without the prior consent of that default notice to all Lenders promptly after sending such noticethe Majority Lenders. Neither The foregoing provisions shall not limit the right, power or authority of the Administrative Agent nor any Lender shall be deemed to have actual knowledge of the occurrence of an Event of Default unless take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent or shall, upon completing such evaluation and if the Administrative Agent deems it appropriate, forward to each Lender has received a written notice from a Lender or Borrower referring to this Agreement and describing proposal outlining the Event course of Default (providedaction that the Administrative Agent recommends, howeverif any. If the Majority Lenders so approve the Administrative Agent's proposal, that the Administrative Agent shall be deemed seek to have actual knowledge of any Event of Default described implement such proposal in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such Event of Default. (b) In due course in the event that same manner the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent shall declare the outstanding principal balance of the Loan, all interest thereon generally implements similar proposals for loans held for its own account. The Lenders agree to cooperate in good faith and all other amounts payable under the Loan Documents to be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; providedin connection with the exercise by the Administrative Agent of the rights granted to the Lenders by law and the Loan Documents, including, but not limited to, providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel Florida. Each Lender agrees that (i) such action is not stayed by it shall subscribe to and accept its Pro Rata Share of the ownership interests in any bankruptcy or insolvency proceeding entity organized to hold title to the Opryland Hotel Florida or any other injunction or court order and (ii) Administrative Agent believes in good faith that such action will not expose Administrative Agent to any liability from any party, including, without limitation, Borrower or any LenderCollateral. If, after commencing such foreclosure proceeding, The Administrative Agent is directed hereby authorized to cease act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such action as the supervision of attorneys, accountants, appraisers or to take another course others acting for the benefit of action by all of the Requisite Lenders under in connection with litigation, foreclosure, realization of all or any security given as collateral for the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding Secured Obligations or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretionsimilar actions.