Common use of Collateral Agent Rights Clause in Contracts

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer under the Comprehensive Agreement, or remedy any breach of the Developer thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer and in satisfaction of the Developer’s obligations under the Comprehensive Agreement. To the extent that any breach of the Developer under the Comprehensive Agreement is remedied and/or any payment liabilities or obligations of the Developer are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer under the Comprehensive Agreement. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Default395 Concessionaire Breach, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementAgreement with respect to the 395 Project, or remedy any breach of the Developer thereunder 395 Concessionaire Breach at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementAgreement with respect to the 395 Project. To the extent that any breach of the Developer under the Comprehensive Agreement 395 Concessionaire Breach is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive Agreement. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Concessionaire Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA, or remedy any breach of the Developer Concessionaire thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementSecond ARCA. To the extent that any breach of the Developer Concessionaire under the Comprehensive Agreement Second ARCA is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of SectionSection 5.01.

Collateral Agent Rights. (a) At any time during an a Franchise Agreement Event of Default (but, in the case or a Finance Documents Event of a Developer Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligationobligation to), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Franchisee under the Comprehensive Franchise Agreement, or remedy any breach of the Developer Franchisee thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will shall be accepted by the Department City in lieu of performance by the Developer Franchisee and in satisfaction of the DeveloperFranchisee’s obligations under the Comprehensive Franchise Agreement. To the extent that any breach of the Developer Franchisee under the Comprehensive Franchise Agreement is remedied and/or any payment liabilities or obligations of the Developer Franchisee are performed by the Collateral Agent under this Section 3.02(a), such action will shall discharge the relevant liabilities or obligations of the Developer Franchisee to the DepartmentCity. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will shall be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Franchisee under the Comprehensive Franchise Agreement. (b) At any time during a Cure Period or an a Franchise Agreement Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; orSection (ii) issue a Substitution Notice in accordance with the requirements of Sectionof

Collateral Agent Rights. (a) At any time during the continuation of an Event of Default or a Developer Default (but, in the case of a Developer DefaultDefault only, only for so long as the Initial Cure Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligationobligation to), at any time and at its sole option and discretion, perform or arrange for the performance of any act, duty, duty or obligation required of the Developer under the Comprehensive Project Agreement, or remedy cure any breach of the Developer thereunder at or any timeDeveloper Default, which performance or remedy cure by or on behalf of the Collateral Agent will be accepted by the Department Enterprises agree to accept in lieu of performance or cure by Developer (without prejudice to Developer’s continued right to perform the relevant act, duty or obligation or cure the relevant breach or Developer Default) and in satisfaction of the Developer’s obligations under the Comprehensive Agreementcorresponding obligations. To For certainty, to the extent that any breach of the Developer under the Comprehensive Project Agreement is remedied cured and/or any payment liabilities or obligations of the Developer are performed by the Collateral Agent under this Section 3.02(a4.2(a), such action will shall discharge the relevant liabilities or obligations of the Developer to the Department. No such Enterprises.‌ (b) Subject to the terms of this Agreement, no performance or cure by or on behalf of the Collateral Agent under this in accordance with Section 3.02(a4.2(a) will shall be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer under the Comprehensive Project Agreement. (bc) At any time during a Cure Period or an Event of Default, the The Collateral Agent may: (i) issue may:‌ give a Step-in Notice in accordance with the requirements of Section 4.015.1; or (ii) issue or give a Substitution Notice in accordance with the requirements of SectionSection 6.1; provided that the Collateral Agent delivers any such notice:‌ during a Cure Period; or following the occurrence of an ongoing Event of Default that is not also a Developer Default.

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer DefaultXxxx Ex Concessionaire Breach, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA with respect to the Xxxx Ex Project, or remedy any breach of the Developer thereunder Xxxx Ex Concessionaire Breach at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementSecond ARCA with respect to the Xxxx Ex Project. To the extent that any breach of the Developer under the Comprehensive Agreement Xxxx Ex Concessionaire Breach is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer DefaultXxxx Ex Concessionaire Breach, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementAgreement with respect to the Xxxx Ex Project, or remedy any breach of the Developer thereunder Xxxx Ex Concessionaire Breach at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementAgreement with respect to the Xxxx Ex Project. To the extent that any breach of the Developer under the Comprehensive Agreement Xxxx Ex Concessionaire Breach is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive Agreement. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Concessionaire Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive Agreement, or remedy any breach of the Developer Concessionaire thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will shall be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive Agreement. To the extent that any breach of the Developer Concessionaire under the Comprehensive Agreement is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will shall discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will shall be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive Agreement. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer DefaultNEXT Concessionaire Breach, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA with respect to the NEXT Project, or remedy any breach of the Developer thereunder NEXT Concessionaire Breach at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementSecond ARCA with respect to the NEXT Project. To the extent that any breach of the Developer under the Comprehensive Agreement NEXT Concessionaire Breach is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Default395 Concessionaire Breach, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA with respect to the 395 Project, or remedy any breach of the Developer thereunder 395 Concessionaire Breach at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementSecond ARCA with respect to the 395 Project. To the extent that any breach of the Developer under the Comprehensive Agreement 395 Concessionaire Breach is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer DefaultXxxx Ex Concessionaire Breach, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA with respect to the Xxxx Ex Project, or remedy any breach of the Developer thereunder Xxxx Ex Concessionaire Breach at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementSecond ARCA with respect to the Xxxx Ex Project. To the extent that any breach of the Developer under the Comprehensive Agreement Xxxx Ex Concessionaire Breach is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section S ection 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(aS ection 3.02 (a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Concessionaire Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive Agreement, or remedy any breach of the Developer Concessionaire thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive Agreement. To the extent that any breach of the Developer Concessionaire under the Comprehensive Agreement is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive Agreement. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: : or 5.01. (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section;

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Concessionaire Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA, or remedy any breach of the Developer Concessionaire thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive AgreementSecond ARCA. To the extent that any breach of the Developer Concessionaire under the Comprehensive Agreement Second ARCA is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive AgreementSecond ARCA. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Sectionof

Collateral Agent Rights. (a) At any time during an Event of Default (but, in the case of a Developer Concessionaire Default, only for so long as the Initial Period has not expired), without giving a Step-in Notice, the Collateral Agent may (but shall have no obligation), at its sole option and discretion, perform or arrange for the performance of any act, duty, or obligation required of the Developer Concessionaire under the Comprehensive Agreement, or remedy any breach of the Developer Concessionaire thereunder at any time, which performance or remedy by or on behalf of the Collateral Agent will be accepted by the Department in lieu of performance by the Developer Concessionaire and in satisfaction of the DeveloperConcessionaire’s obligations under the Comprehensive Agreement. To the extent that any breach of the Developer Concessionaire under the Comprehensive Agreement is remedied and/or any payment liabilities or obligations of the Developer Concessionaire are performed by the Collateral Agent under this Section 3.02(a), such action will discharge the relevant liabilities or obligations of the Developer Concessionaire to the Department. No such performance by or on behalf of the Collateral Agent under this Section 3.02(a) will be construed as an assumption by the Collateral Agent, or any person acting on the Collateral Agent’s behalf, of any of the covenants, agreements or other obligations of the Developer Concessionaire under the Comprehensive Agreement. (b) At any time during a Cure Period or an Event of Default, the Collateral Agent may: (i) issue a Step-in Notice in accordance with the requirements of Section 4.01; or (ii) issue a Substitution Notice in accordance with the requirements of Section