Common use of Default and Enforcement Clause in Contracts

Default and Enforcement. 1. In addition to all liens upon and rights of set-off against moneys, securities, or other property of Guarantor given to Bank by law or equity, Bank shall have a lien upon, security interest in, and right of immediate set-off against all moneys, instruments, notes, bonds, commercial paper, securities, and other property of Guarantor now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account for deposit, safe-keeping, or otherwise. Every such lien and right of set-off may be exercised after the occurrence of an Event of Default under the Loan Agreement (and expiration of all notice and cure periods), or a default by Guarantor under this Agreement, and expiration of applicable cure periods, without further notice or demand to Guarantor, and Bank may sell or cause to be sold, at public or private sale, in any manner and place which may be lawful, for cash or credit and upon such terms as Bank may see fit, and without demand or notice to Guarantor, all or any of such property, and Bank or any other person may purchase such property, rights, or interests so sold and thereafter hold the same free of any claim or right of whatsoever kind, including any right of equity or redemption of Guarantor, such demand, notice, or right of equity or redemption being hereby expressly waived and released. 2. Each and every right, remedy, and power hereby granted to Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Bank at any time and from time to time. In the event that the Obligations of Borrower to Bank exceed in any respect any amount by which this Agreement may be limited, any payments by Borrower, or any collections or recovery by Bank from any sources other than this Agreement, may be applied first by Bank to any portion of the Obligations which exceeds the limits of this Agreement. 3. Notwithstanding anything contained in this Agreement or in the Loan Documents to the contrary, Guarantor shall be in default under this Agreement upon the occurrence of an Event of Default under the Loan Agreement (and expiration of applicable cure periods). Upon the occurrence of any such default, Bank may, at its option, accelerate the indebtedness evidenced and secured by the Loan Documents. 4. This shall be an agreement of suretyship as well as of guaranty, and Bank may proceed directly against Guarantor whenever any payment or performance required pursuant to the Obligations is not made or rendered to Bank without being required to make demand upon or proceed first against Borrower or any other person or entity, or against any security for Borrower's or Guarantor's Obligations under the Loan Documents or hereunder, or exhaust its remedies against Borrower or any other surety or guarantor. It is expressly agreed that Bank may at any time following an Event of Default under the Loan Agreement or a default by Guarantor hereunder, make demand for payment on, or bring a claim against, Guarantor. 5. If Bank employs counsel to enforce this Agreement by suit or otherwise, Guarantor will reimburse Bank, upon demand, for all expenses incurred in connection therewith (including, without limitation, reasonable attorneys' fees), whether or not suit is actually instituted. 6. Guarantor irrevocably: (a) agrees that Bank or any other holder or holders of the Note may bring suit, action, or other legal proceedings arising out of this Guaranty or the transactions contemplated hereby in the courts of the State of Tennessee, sitting in Nashville, Davidson County, Tennessee, or the courts of the United States for the Middle District of Tennessee, sitting in Nashville, Davidson County, Tennessee, but shall not be restricted to such courts; (b) consents to the jurisdiction of each such court in any such suit, action, or proceeding; and (c) waives any objection which Guarantor may have to the laying of the venue of any such suit, action, or proceeding in any of such courts.

Default and Enforcement. 1. In addition to all liens upon and rights of set-off against moneys, securities, or other property of Guarantor given to Bank by law or equity, Bank shall have a lien upon, security interest in, and right of immediate set-off against all moneys, instruments, notes, bonds, commercial paper, securities, and other property of Guarantor now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account for deposit, safe-keeping, or otherwise. Every such lien and right of set-off may be exercised after the occurrence of an Event of Default under the Loan Agreement (and expiration of all notice and cure periods), or a default by Guarantor under this Agreement, and expiration of applicable cure periods, without further notice or demand to Guarantor, and Bank may sell or cause to be sold, at public or private sale, in any manner and place which may be lawful, for cash or credit and upon such terms as Bank may see fit, and without demand or notice to Guarantor, all or any of such property, and Bank or any other person may purchase such property, rights, or interests so sold and thereafter hold the same free of any claim or right of whatsoever kind, including any right of equity or redemption of Guarantor, such demand, notice, or right of equity or redemption being hereby expressly waived and released. 2. Each and every right, remedy, and power hereby granted to Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Bank at any time and from time to time. In the event that the Obligations of Borrower to Bank exceed in any respect any amount by which this Agreement may be limited, any payments by Borrower, or any collections or recovery by Bank from any sources other than this Agreement, may be applied first by Bank to any portion of the Obligations which exceeds the limits of this Agreement. 3. Notwithstanding anything contained in this Agreement or in the Loan Documents to the contrary, Guarantor shall be in default under this Agreement upon the occurrence of an Event of Default under the Loan Agreement (and expiration of applicable cure periods). Upon the occurrence of any such default, Bank may, at its option, accelerate the indebtedness evidenced and secured by the Loan Documents. 4. This shall be an agreement of suretyship as well as of guaranty, and Bank may proceed directly against Guarantor whenever any payment or performance required pursuant to the Obligations is not made or rendered to Bank without being required to make demand upon or proceed first against the Borrower or any other person or entity, or against any security for Borrower's ' or Guarantor's Obligations under the Loan Documents or hereunder, or exhaust its remedies against Borrower or any other surety or guarantor. It is expressly agreed that Bank may at any time following an Event of Default under the Loan Agreement or a default by Guarantor hereunder, make demand for payment on, or bring a claim against, Guarantor. 5. If Bank employs counsel to enforce this Agreement by suit or otherwise, Guarantor will reimburse Bank, upon demand, for all expenses incurred in connection therewith (including, without limitation, reasonable attorneys' fees), whether or not suit is actually instituted. 6. Guarantor irrevocably: (a) agrees that Bank or any other holder or holders of the Note may bring suit, action, or other legal proceedings arising out of this Guaranty or the transactions contemplated hereby in the courts of the State of Tennessee, sitting in Nashville, Davidson County, Tennessee, or the courts of the United States for the Middle District of Tennessee, sitting in Nashville, Davidson County, Tennessee, but shall not be restricted to such courts; (b) consents to the jurisdiction of each such court in any such suit, action, or proceeding; and (c) waives any objection which Guarantor may have to the laying of the venue of any such suit, action, or proceeding in any of such courts.

Default and Enforcement. 1. (a) In addition to all liens upon and rights of set-off against moneys, securities, or other property of Guarantor given to Bank by law or equity, Bank shall have a lien upon, security interest in, and right of immediate set-off against all moneys, instruments, notes, bonds, commercial paper, securities, and other property of Guarantor now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account for deposit, safe-keeping, or otherwise. Every such lien and right of set-off may be exercised after the occurrence of an event that any Event of Default under the Loan Credit Agreement (has occurred or is occurring, the Agent shall be entitled, notwithstanding any contrary arrangement with the Debtor, to demand from the Guarantor immediate payment and expiration performance of all notice the Obligations. Forthwith upon such demand, the Guarantor shall immediately pay, perform and cure periods)satisfy in full all of the Guarantor’s Liabilities. All amounts payable by the Guarantor to the Agent hereunder shall bear interest commencing on the date of such demand at the Interest Rate payable both before and after demand, or a default by and judgment. (b) If the Guarantor under this Agreement, and expiration of applicable cure periods, without further notice or shall fail forthwith after such demand to pay, satisfy and perform the Guarantor’s Liabilities, the Agent, on its own behalf and Bank may sell or cause to be soldas agent for the Lenders, at public or private salemay, in its absolute and sole discretion, proceed with the enforcement of the rights given pursuant hereto and/or any manner and place which security given by the Guarantor for the Guarantor’s Liabilities and/or the Obligations and/or to exercise any right or remedy provided by law or equity to recover from the Guarantor such amounts as the Guarantor may be lawfulliable to pay hereunder. Without limitation of the foregoing, for cash the Agent may proceed to enforce such rights prior to, contemporaneously with or credit and upon such terms as Bank may see fitafter any action taken in respect of any security given to the Agent, and without demand or notice to Guarantor, all the Lenders or any of such property, and Bank them by the Debtor or the Guarantor. The Agent shall not be bound or obligated to take any action or legal proceeding against or demand payment from or otherwise exhaust its recourse against the Debtor or to take any action or to do any other matter or thing or to proceed against any guarantor or any other person may purchase such property, rightsliable for any of the Obligations, or interests so sold to pursue any other remedy available to the Agent before being entitled to require the Guarantor to pay, perform and thereafter hold satisfy the same free Guarantor’s Liabilities in full. (c) Any payment made to or moneys received by the Agent pursuant to the provisions hereof may be applied by the Agent to any portions of the Obligations in such order as the Agent, in its sole discretion, may determine. (d) The Agent may waive in writing any claim default of the Guarantor hereunder upon such terms and conditions as the Agent may determine, provided that no such waiver shall extend to or right be taken in any manner whatsoever to affect any subsequent default or the rights resulting therefrom. The exercise of whatsoever kind, including or partial exercise of any right of equity the Agent hereunder shall not preclude the further exercise thereof, and the same shall continue in full force and effect until each and every one of the Guarantor’s Liabilities shall have been fully performed and satisfied or redemption of Guarantor, such demand, notice, or right of equity or redemption being hereby expressly waived and releaseduntil this Guarantee is terminated as herein provided. 2. Each and every right(e) This Guarantee shall apply to the ultimate balance owing by the Debtor to the Agent, remedy, and power hereby granted to Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Bank at any time and from time to time. In the event that the Obligations of Borrower to Bank exceed in any respect any amount by which this Agreement may be limited, any payments by Borrower, Lenders or any collections or recovery by Bank from any sources other than this Agreement, may be applied first by Bank to any portion of them in respect of the Obligations which exceeds and until such balance has been paid in full the limits Guarantor shall not be entitled to share in any security held or money received by the Agent, the Lenders or any of this Agreement. 3. Notwithstanding anything contained in this Agreement them on account of that balance or to stand in the Loan Documents place of the Agent, the Lenders or any of them in respect of any security or money nor until such balance has been paid in full shall the Guarantor take any step to enforce any right or claim against the Debtor in respect of any monies paid by the Guarantor to the contrary, Agent hereunder or exercise any rights as surety in competition with the Agent. Any moneys paid by or recovered from the Guarantor hereunder shall be deemed to be paid in default under this Agreement upon discharge of the occurrence Guarantor’s Liabilities, but not in discharge of the Obligations, and in an Event of Default under the Loan Agreement (and expiration of applicable cure periods). Upon the occurrence event of any such defaultpayment by or recovery from the Guarantor, Bank may, at its option, accelerate the indebtedness evidenced and secured by the Loan Documents. 4. This shall be an agreement of suretyship as well as of guaranty, and Bank may proceed directly against Guarantor whenever hereby assigns any rights with respect to or arising from such payment or performance required pursuant to the Obligations is not made or rendered to Bank without being required to make demand upon or proceed first against Borrower or any other person or entity, or against any security for Borrower's or Guarantor's Obligations under the Loan Documents or hereunder, or exhaust its remedies against Borrower or any other surety or guarantor. It is expressly agreed that Bank may at any time following an Event of Default under the Loan Agreement or a default by Guarantor hereunder, make demand for payment on, or bring a claim against, Guarantor. 5. If Bank employs counsel to enforce this Agreement by suit or otherwise, Guarantor will reimburse Bank, upon demand, for all expenses incurred in connection therewith recovery (including, without limitation, reasonable attorneys' fees), whether or not suit is actually instituted. 6. Guarantor irrevocably: (aany right of subrogation) agrees that Bank or any other holder or holders to the Agent until the Agent has received payment and satisfaction in full of all of the Note may bring suit, action, or other legal proceedings arising out of this Guaranty or the transactions contemplated hereby in the courts of the State of Tennessee, sitting in Nashville, Davidson County, Tennessee, or the courts of the United States for the Middle District of Tennessee, sitting in Nashville, Davidson County, Tennessee, but shall not be restricted to such courts; (b) consents to the jurisdiction of each such court in any such suit, action, or proceeding; and (c) waives any objection which Guarantor may have to the laying of the venue of any such suit, action, or proceeding in any of such courtsObligations.

Default and Enforcement. 1. In addition Upon the occurrence of any one or more of the following events of default: (a) Maker fails to all liens upon and rights pay any amount when due under this Note or under any other instrument evidencing any indebtedness of set-off against moneysMaker to Lender, securities(b) any representation or warranty made under this Note or information provided by Maker to Lender in connection with this Note is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Maker's financial condition, (d) Maker fails to timely observe or perform any of the covenants or duties contained in this Note, (e) any guarantee of Maker's obligations under this Note is revoked or becomes unenforceable for any reason, (f) Maker or a surety or guarantor of this Note dies or ceases to exist, (g) an event of default occurs under any agreement securing this Note, or other property (h) Lender deems itself insecure, then the unpaid balance shall, at the option of Guarantor given to Bank by law or equityLender, Bank without notice, mature and become immediately payable. The unpaid balance shall have a lien upon, security interest in, automatically mature and right of immediate set-off against all moneys, instruments, notes, bonds, commercial paper, securities, and other property of Guarantor now or hereafter become immediately payable in the possession event any Maker, surety, indorser or guarantor becomes the subject of bankruptcy or other insolvency proceedings. Xxxxxx's receipt of any payment on deposit with Bank, whether held in a general or special account for deposit, safe-keeping, or otherwise. Every such lien and right of set-off may be exercised this Note after the occurrence of an Event event of Default under default shall not constitute a waiver of the Loan Agreement (default or the Lender's rights and expiration remedies upon such default. To the extent not prohibited by law, Maker consents that venue for any legal proceeding relating to collection of all notice and cure periods), or a default by Guarantor under this Agreement, and expiration of applicable cure periods, without further notice or demand to Guarantor, and Bank may sell or cause to be soldNote shall be, at public Lender's option, the county in which Lender has its principal office in this state, the county in which any Maker resides or private sale, the county in any manner and place which may be lawful, for cash or credit and upon such terms as Bank may see fit, and without demand or notice to Guarantor, all or any of such property, and Bank or any other person may purchase such property, rights, or interests so sold and thereafter hold the same free of any claim or right of whatsoever kind, including any right of equity or redemption of Guarantor, such demand, notice, or right of equity or redemption being hereby expressly waived and released. 2. Each and every right, remedy, and power hereby granted to Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Bank at any time and from time to time. In the event that the Obligations of Borrower to Bank exceed in any respect any amount by which this Agreement may be limited, any payments by Borrower, or any collections or recovery by Bank from any sources other than this Agreement, may be applied first by Bank to any portion of the Obligations which exceeds the limits of this AgreementNote was executed. 3. Notwithstanding anything contained in this Agreement or in the Loan Documents to the contrary, Guarantor shall be in default under this Agreement upon the occurrence of an Event of Default under the Loan Agreement (and expiration of applicable cure periods). Upon the occurrence of any such default, Bank may, at its option, accelerate the indebtedness evidenced and secured by the Loan Documents. 4. This shall be an agreement of suretyship as well as of guaranty, and Bank may proceed directly against Guarantor whenever any payment or performance required pursuant to the Obligations is not made or rendered to Bank without being required to make demand upon or proceed first against Borrower or any other person or entity, or against any security for Borrower's or Guarantor's Obligations under the Loan Documents or hereunder, or exhaust its remedies against Borrower or any other surety or guarantor. It is expressly agreed that Bank may at any time following an Event of Default under the Loan Agreement or a default by Guarantor hereunder, make demand for payment on, or bring a claim against, Guarantor. 5. If Bank employs counsel to enforce this Agreement by suit or otherwise, Guarantor will reimburse Bank, upon demand, for all expenses incurred in connection therewith (including, without limitation, reasonable attorneys' fees), whether or not suit is actually instituted. 6. Guarantor irrevocably: (a) agrees that Bank or any other holder or holders of the Note may bring suit, action, or other legal proceedings arising out of this Guaranty or the transactions contemplated hereby in the courts of the State of Tennessee, sitting in Nashville, Davidson County, Tennessee, or the courts of the United States for the Middle District of Tennessee, sitting in Nashville, Davidson County, Tennessee, but shall not be restricted to such courts; (b) consents to the jurisdiction of each such court in any such suit, action, or proceeding; and (c) waives any objection which Guarantor may have to the laying of the venue of any such suit, action, or proceeding in any of such courts.