Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents. (B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient. (C) Upon the occurrence and continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under any of the provisions of this Indenture, the Installment Sale Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders. (D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, or to preserve or protect the interest of the Trustee and/or the Bondholders. (E) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter of Credit in accordance with the terms of the Letter of Credit, the Trustee shall not exercise any remedies under this Article VI and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunder. (F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee. (G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court order, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) hereof.
Appears in 2 contracts
Samples: Trust Indenture (Mechanical Technology Inc), Trust Indenture (Plug Power Inc)
Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and Holder may proceed forthwith to protect and enforce its rights under the ActSecurity Agreement, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, it shall deem expedientappropriate, including, without limitation, an action to foreclose the Lien of the Security Agreement, in which case the Collateral or any interest therein may be sold for cash or credit in one or more interests and in any order or manner.
(CB) Upon the occurrence and continuance of any Event of DefaultThe Holder may xxx for, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the IssuerCorporate Guarantor for principal, the Bank premium, if any, interest or the Company otherwise under any of the provisions of this Indenture, the Installment Sale Security Agreement and or the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the BondholdersHolder.
(DC) Regardless of the happening of an Event of Default, the Trustee Holder may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents Security Agreement by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the BondsSecurity Agreement, or to preserve or protect the interest interests of the Trustee and/or Holder.
(D) The Holder shall have the Bondholdersright to appear in and defend any action or proceeding brought with respect to the Collateral and to bring any action or proceeding, in the name and on behalf of the Corporate Guarantor, which the Holder, in its discretion, determines should be brought to protect their interests in the Collateral.
(E) Notwithstanding anything Upon the occurrence and continuance of any Event of Default hereunder, the Corporate Guarantor, upon demand of the Holder, shall forthwith surrender the possession of, and it shall be lawful for the Holder, to take possession of, all or any part of the Collateral, together with the books, papers and accounts of the Corporate Guarantor pertaining thereto, and to hold, operate and manage the same, and from time to time to make all needed repairs and improvements as the Holder shall deem wise; and the Holder may sell the Collateral or any part thereof, or lease the Collateral or any part thereof in the name and for the account of the Corporate Guarantor, collect, receive and sequester the rents, revenues, earnings, income, products and profits therefrom, and pay out of the same all proper costs and expenses of taking, holding, leasing, selling and managing the Collateral, including reimbursement for expenses reasonably and actually incurred by the Holder and its agents and counsel, and any charges of the Holder hereunder, and any taxes and other charges prior to the contrary hereinLien of the Security Agreement which the Holder may deem it wise to pay, and all expenses of such repairs and improvements, and apply the remainder of the moneys so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter of Credit received in accordance with the terms provisions of Section 5.05 hereof. Whenever all monetary payments then due under the Letter Notes and the other Financing Documents shall have been paid and no Event of CreditDefault shall be continuing, the Trustee Holder shall not exercise surrender possession to the Corporate Guarantor; the same right of entry, however, to exist upon any remedies under this Article VI and the Trustee shall not, without the prior written consent subsequent Event of the Bank, take any actions which the Trustee is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunderDefault.
(F) In The Holder may exercise any and/or all of the event of rights and remedies available to a default by the Bank in the performance of its obligations secured party under the Letter New York Uniform Commercial Code in such order and in such manner as the Holder, in its sole discretion, may determine; provided, however, that the expenses of Creditretaking, notwithstanding holding, preparing for sale or the provisions of subparagraph (E) above, the Bank like as provided thereunder shall have no authority to exercise any further rights hereunder, unless include reasonable attorneys' fees and until said default shall have been cured by the Bank to the satisfaction other actual expenses of the TrusteeHolder and shall be additionally secured by this Security Agreement.
(G) Notwithstanding anything herein contained to the contrary, the Corporate Guarantor or anyone claiming through or under either of them (1) will not (a) at any other provision time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of this Indentureany stay or extension or moratorium law, failure any exemption from execution or sale of the Company Collateral or any part thereof, wherever enacted, now or at any time hereafter in force, which may affect the Trustee to comply with covenants and terms of performance of the Continuing Disclosure Agreement shall not be considered an Event of Default; howeverSecurity Agreement, the Trustee may (andb) claim, at the request take or insist upon any benefit or advantage of any Underwriter law now or hereafter in force providing for the Holders valuation or appraisal of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bondsthe Collateral, shall) or any Bondholder may take such actions as part thereof, prior to any sale or sales thereof which may be necessary made pursuant to any provision hereof, or pursuant to the decree, judgment or order of any court of competent jurisdiction, or (c) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the Property so sold or any part thereof, (2) hereby expressly waive all benefit or advantage of any such law or laws, and appropriate(3) covenant not to hinder, including seeking mandatory delay or specific performance by court orderimpede the execution of any power herein granted or delegated to the Holder, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. The Corporate Guarantor for itself and all who may claim under it, waives, to cause the Company extent that it lawfully may, all right to comply with its obligations under Section 8.5(B) of have the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) Collateral marshaled upon any foreclosure hereof.
Appears in 1 contract
Samples: Security Agreement (Balchem Corp)
Enforcement of Remedies. (Aa) Upon the occurrence and continuance of any Event of Default (as such term is defined in the Senior Note Indenture or the Senior Note Mortgage; each an "Event of Default"), Assignee may (upon the Trustee shall exercise such direction of the Holders or, if the rights of the Holders would be prejudiced by any delay in taking such action, without the direction of the Holders), at its option, (i) proceed directly to protect and enforce its rights and powers vested the rights of any Holders under this Senior Assignment or pursuant to the Assigned Properties, or any one of them, by such suits, actions or special proceedings in equity or at law, or by proceedings in the Trustee by office of any board or officer having jurisdiction, either for the Indenture and use the same degree specific performance of care and skill in their exercise as a prudent person would exercise any covenant or use under the circumstances agreement contained herein, or in the conduct Assigned Properties, or any of his own affairs. In considering what actions are them, or are not prudent in aid of execution of any power granted herein or pursuant to the Assigned Properties, or any one of them, or for the enforcement of any proper legal or equitable remedy, including, without limitation, foreclosure of the Senior Note Mortgage and/or the sale of the collateral or any part thereof secured thereby at such foreclosure sale, subject to statutory and other legal requirements, as Assignee shall deem most effective to protect and enforce such rights, and Assignor hereby appoints Assignee as its lawful attorney-in-fact (such power being coupled with an interest) in the circumstancesname of Assignor or Assignee or both to effectuate such foreclosure and/or sale of such collateral or part thereof; or (ii) instruct, direct and cause Assignor to effectuate the Trustee shall consider whether foregoing on behalf of and for the benefit of Assignee and the Holders, it being further understood that the Partnership joins in the execution of this Senior Assignment in order to acknowledge its agreement to promptly and duly execute and deliver any and all documents and take any and all actions required by Assignee in order to permit Assignee to foreclose and/or sell such collateral or not to take such action part thereof, and obtain the benefits of this Senior Assignment, as may be permitted to be taken by the Trustee under any of the Financing Documentsaforesaid.
(Bb) Upon the occurrence and continuance of any such Event of Default, Assignee shall (upon the Trustee shall give direction of the Holders or, if the rights of the Holders would be prejudiced by any delay in taking such notices and take all actions necessary to cause payments to be made under the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient.
(C) Upon the occurrence and continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding without the direction of the Holders) be entitled to xxx for, enforce payment of and receive any and all amounts due or becoming then and at any time remaining due from the Issuer, the Bank Assignor or the Company Partnership for principal and interest on the Senior Partnership Note, or other sums due under the Senior Note Mortgage or the Senior Note Indenture, as the case may be, or otherwise under any of the provisions of this Indenturethe Assigned Properties, or any of them, in any of such events with interest on overdue payments of such principal, as set forth in the Installment Sale Agreement Senior Partnership Note, from the date of such Event of Default to the date of such payment, together with any and the all fees, costs and expenses of collection (including reasonable attorneys' fees and court costs), subject to statutory and other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholderslegal requirements.
(Dc) Regardless of the happening occurrence of an Event of Default, the Trustee Assignee may institute and maintain or cause in the name of Assignor or Assignee or both to be instituted and maintained such suits and proceedings as it Assignee may be advised by its counsel shall be necessary or expedient and appropriate to prevent any impairment of the security under this Indenture Assigned Properties, or any of them, and to protect its interests in the Assigned Properties, and in the rents, issues, rights, revenues and other Financing Documents by income arising therefrom, including power to institute and maintain proceedings to restrain the enforcement or compliance with any acts which governmental enactment, rule or order that may be unlawful unconstitutional or in violation otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the Indenture security hereunder or of any other Financing Document or of any resolution authorizing the Bonds, or would be materially prejudicial to preserve or protect the interest of the Trustee and/or the BondholdersAssignee.
(Ed) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is Nothing contained in effect and the Bank is making all required payments with respect to the Letter of Credit in accordance with the terms of the Letter of Credit, the Trustee shall not exercise any remedies under this Article VI IV is intended to grant Assignee any greater remedies and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee is required or entitled rights than those allowed to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted Assignor in the performance of its obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) respective Assigned Properties. In the event or any conflict between the remedies and rights contained in any of a default by the Bank Assigned Properties and the remedies and rights contained in this Article IV, the remedies and rights set forth in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank applicable Assigned Property shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trusteegovern.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court order, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) hereof.
Appears in 1 contract
Samples: Senior Assignment Agreement (Trumps Castle Associates Lp)
Enforcement of Remedies. (A) Upon Anything to the occurrence and continuance contrary in any of any Event of Defaultthe Loan Documents notwithstanding, the Trustee parties hereto (and each Secured Party) agree that no Lender or other Secured Party shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not have any right individually to take such action as may be permitted to be taken by the Trustee or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Financing Loan Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient.
(C) Upon the occurrence and continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under any of the provisions of this Indenture, the Installment Sale Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders.
(D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, or to preserve institute any actions or protect the interest proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of the Trustee and/or the Bondholders.
(E) Notwithstanding anything to the contrary hereinany such Loan Party, so long as the Letter of Credit is in effect it being understood and the Bank is making agreed that all required payments powers, rights and remedies under or with respect to the Letter Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent, the Collateral Agent and the Security Trustee (or their applicable designees or sub-agents) on behalf of Credit the Lenders and the other Secured Parties as the Administrative Agent, the Collateral Agent and the Security Trustee may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. No Lender or other Secured Party shall instruct the Administrative Agent, the Collateral Agent or the Security Trustee to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of the Letter of CreditRequired Lenders or as otherwise authorized herein, the Trustee shall not be entitled to take any such actions or exercise any remedies under this Article VI with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent, the Collateral Agent and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Security Trustee is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Creditirrevocably authorized, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply connection with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, Default under Section 8(a) resulting from the Trustee may (and, at failure to pay Secured Obligations owing to the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court orderLenders, to cause xxx for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Secured Obligations. The provisions of this Section 10.22 are for the Company to comply with its obligations under Section 8.5(B) sole benefit of the Installment Sale Agreement Lenders and shall not afford any right to, or to cause the Trustee to comply with its obligations under Section 517(B) hereofconstitute a defense available to, any Loan Party.
Appears in 1 contract
Enforcement of Remedies. (Aa) Upon the occurrence and continuance of any Event of Default (as such term is defined in the TCHI Note Indenture or the Senior Partnership Upstream Note Mortgage; each an "Event of Default"), Assignee may (upon the Trustee shall exercise such direction of the Holders or, if the rights of the Holders would be prejudiced by any delay in taking such action, without the direction of the Holders), at its option, (i) proceed directly to protect and enforce its rights and powers vested the rights of any Holders under this Senior TCHI Assignment or pursuant to the Assigned Properties, or any one of them, by such suits, actions or special proceedings in equity or at law, or by proceedings in the Trustee by office of any board or officer having jurisdiction, either for the Indenture and use the same degree specific performance of care and skill in their exercise as a prudent person would exercise any covenant or use under the circumstances agreement contained herein, or in the conduct Assigned Properties, or any of his own affairs. In considering what actions are them, or are not prudent in aid of execution of any power granted herein or pursuant to the Assigned Properties, or any one of them, or for the enforcement of any proper legal or equitable remedy, including, without limitation, foreclosure of the Senior Partnership Upstream Note Mortgage and/or the sale of the collateral or any part thereof secured thereby at such foreclosure sale, subject to statutory and other legal requirements, as Assignee shall deem most effective to protect and enforce such rights, and Assignor hereby appoints Assignee as its lawful attorney-in-fact (such power being coupled with an interest) in the circumstancesname of Assignor or Assignee or both to effectuate such foreclosure and/or sale of such collateral or part thereof; or (ii) instruct, direct and cause Assignor to effectuate the Trustee shall consider whether foregoing on behalf of and for the benefit of Assignee and the Holders, it being further understood that the Partnership joins in the execution of this Senior TCHI Assignment in order to acknowledge its agreement to promptly and duly execute and deliver any and all documents and take any and all actions required by Assignee in order to permit Assignee to foreclose and/or sell such collateral or not to take such action part thereof, and obtain the benefits of this Senior TCHI Assignment, as may be permitted to be taken by the Trustee under any of the Financing Documentsaforesaid.
(Bb) Upon the occurrence and continuance of any such Event of Default, Assignee shall (upon the Trustee shall give direction of the Holders or, if the rights of the Holders would be prejudiced by any delay in taking such notices and take all actions necessary to cause payments to be made under the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient.
(C) Upon the occurrence and continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding without the direction of the Holders) be entitled to xxx for, enforce payment of and receive any and all amounts due or becoming then and at any time remaining due from the Issuer, the Bank Assignor or the Company Partnership for principal and interest on the Senior Partnership Upstream Note, or other sums due under the Senior Partnership Upstream Note Mortgage or the TCHI Note Indenture, as the case may be, or otherwise under any of the provisions of this Indenturethe Assigned Properties, or any of them, in any of such events with interest on overdue payments of such principal, as set forth in the Installment Sale Agreement Senior Partnership Upstream Note, from the date of such Event of Default to the date of such payment, together with any and the all fees, costs and expenses of collection (including reasonable attorneys' fees and court costs), subject to statutory and other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholderslegal requirements.
(Dc) Regardless of the happening occurrence of an Event of Default, the Trustee Assignee may institute and maintain or cause in the name of Assignor or Assignee or both to be instituted and maintained such suits and proceedings as it Assignee may be advised by its counsel shall be necessary or expedient and appropriate to prevent any impairment of the security under this Indenture Assigned Properties, or any of them, and to protect its interests in the Assigned Properties, and in the rents, issues, rights, revenues and other Financing Documents by income arising therefrom, including power to institute and maintain proceedings to restrain the enforcement or compliance with any acts which governmental enactment, rule or order that may be unlawful unconstitutional or in violation otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the Indenture security hereunder or of any other Financing Document or of any resolution authorizing the Bonds, or would be materially prejudicial to preserve or protect the interest of the Trustee and/or the BondholdersAssignee.
(Ed) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is Nothing contained in effect and the Bank is making all required payments with respect to the Letter of Credit in accordance with the terms of the Letter of Credit, the Trustee shall not exercise any remedies under this Article VI IV is intended to grant Assignee any greater remedies and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee is required or entitled rights than those allowed to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted Assignor in the performance of its obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) respective Assigned Properties. In the event or any conflict between the remedies and rights contained in any of a default by the Bank Assigned Properties and the remedies and rights contained in this Article IV, the remedies and rights set forth in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank applicable Assigned Property shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trusteegovern.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court order, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) hereof.
Appears in 1 contract
Enforcement of Remedies. (A) Upon Anything to the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested contrary in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of DefaultLoan Documents notwithstanding, the Trustee shall give such notices parties hereto (and take all actions necessary to cause payments to be made under each other Secured Party) hereby agree that no Secured Party (other than the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement Administrative Agent and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, Collateral Agent) shall deem expedient.
(C) Upon the occurrence and continuance of have any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding right individually to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under realize upon any of the provisions of this Indenture, the Installment Sale Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders.
(D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, Collateral or to preserve enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or protect the interest of the Trustee and/or the Bondholders.
(E) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Collateral Agent (or their applicable designees or sub-agents) on behalf of Credit the Secured Parties as the Administrative Agent and the Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to release any Liens created under any Loan Document and to release any Loan Guarantee, in each case in connection with the exercise of remedies hereunder or under any other Loan Document so long as such release applies to all of the Loans and any proceeds thereof are shared in accordance with Section 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the Letter applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of Creditthe Required Lenders or as otherwise authorized herein, the Trustee shall not be entitled to take any such actions or exercise any remedies under this Article VI with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee Collateral Agent is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Creditirrevocably authorized, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply connection with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, Default under Section 8.01 resulting from the Trustee may (and, at failure to pay Secured Obligations owing to the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court orderLenders, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement xxx for payment of, or to cause the Trustee initiate any suit, action or proceedings against any Loan Party to comply with its obligations under Section 517(B) hereofenforce payment of or to collect such Secured Obligations.
Appears in 1 contract
Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and Holder may proceed forthwith to protect and enforce its rights under the ActSecurity Agreement, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, it shall deem expedientappropriate, including, without limitation, an action to foreclose the Lien of the Security Agreement, in which case the Collateral or any interest therein may be sold for cash or credit in one or more interests and in any order or manner.
(CB) Upon the occurrence and continuance of any Event of DefaultThe Holder may xxx for, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the IssuerBorrower for principal, the Bank premium, if any, interest or the Company otherwise under any of the provisions of this Indenture, the Installment Sale Security Agreement and or the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the BondholdersHolder.
(DC) Regardless of the happening of an Event of Default, the Trustee Ho1der may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents Security Agreement by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the BondsSecurity Agreement, or to preserve or protect the interest interests of the Trustee and/or Holder.
(D) The Holder shall have the Bondholdersright to appear in and defend any action or proceeding brought with respect to the Collateral and to bring any action or proceeding, in the name and on behalf of the Borrower, which the Holder, in its discretion, determines should be brought to protect their interests in the Collateral.
(E) Notwithstanding anything Upon the occurrence and continuance of any Event of Default hereunder, the Borrower, upon demand of the Holder, shall forthwith surrender the possession of, and it shall be lawful for the Holder, to take possession of, all or any part of the Collateral, together with the books, papers and accounts of the Borrower pertaining thereto, and to hold, operate and manage the same, and from time to time to make all needed repairs and improvements as the Holder shall deem wise; and the Holder may sell the Collateral or any part thereof, or lease the Collateral or any part thereof in the name and for the account of the Borrower, collect, receive and sequester the rents, revenues, earnings, income, products and profits therefrom, and pay out of the same all proper costs and expenses of taking, holding leasing, selling and managing the Collateral, including reimbursement for expenses reasonably and actually incurred by the Holder and its agents and counsel, and any charges of the Holder hereunder, and any taxes and other charges prior to the contrary hereinLien of the Security Agreement which the Holder may deem it wise to pay, and any expenses of such repairs and improvements, and apply the remainder of the moneys so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter of Credit received in accordance with the terms provisions of Section 5.05 hereof. Whenever all that is due under the Letter of CreditNote shall have been paid and all defaults made good, the Trustee Holder shall not exercise surrender possession to the Borrower; the same right of entry, however, to exist upon any remedies under this Article VI and the Trustee shall not, without the prior written consent subsequent Event of the Bank, take any actions which the Trustee is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunderDefault.
(F) In The Holder may exercise any and/or all of the event of rights and remedies available to a default by the Bank in the performance of its obligations secured party under the Letter New York Uniform Commercial Code in such order and in such manner as the Holder, in its sole discretion, may determine; provided, however, that the expenses of Creditretaking, notwithstanding holding, preparing for sale or the provisions of subparagraph (E) above, the Bank like as provided thereunder shall have no authority to exercise any further rights hereunder, unless include reasonable attorneys' fees and until said default shall have been cured by the Bank to the satisfaction other actual expenses of the TrusteeHolder and shall be additionally secured by this Security Agreement.
(G) Notwithstanding anything herein contained to the contrary, the Borrower or anyone claiming through or under either of them (1) will not (a) at any other provision time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of this Indentureany stay or extension or moratorium law, failure any exemption from execution or sale of the Company Collateral or any part thereof, wherever enacted, now or at any time hereafter in force, which may affect the Trustee to comply with covenants and terms of performance of the Continuing Disclosure Agreement shall not be considered an Event of Default; howeverSecurity Agreement, the Trustee may (andb) claim, at the request take or insist upon any benefit or advantage of any Underwriter law now or hereafter in force providing for the Holders valuation or appraisal of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bondsthe Collateral, shall) or any Bondholder may take such actions as part thereof, prior to any sale or sales thereof which may be necessary made pursuant to any provision hereof, or pursuant to the decree, judgment or order of any court of competent jurisdiction, or (c) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the Property so sold or any part thereof, (2) hereby expressly waive all benefit or advantage of any such law or laws, and appropriate(3) covenant not to hinder, including seeking mandatory delay or specific performance by court orderimpede the execution of any power herein granted or delegated to the Holder, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. The Borrower for itself and all who may claim under it, waives, to cause the Company extent that it lawfully may, all right to comply with its obligations under Section 8.5(B) of have the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) Collateral marshaled upon any foreclosure hereof.
Appears in 1 contract
Enforcement of Remedies. (A) Upon Anything to the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested contrary in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of DefaultLoan Documents notwithstanding, the Trustee shall give such notices parties hereto (and take all actions necessary to cause payments to be made under each other Secured Party) hereby agree that no Secured Party (other than the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement Administrative Agent and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, Collateral Agent) shall deem expedient.
(C) Upon the occurrence and continuance of have any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding right individually to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under realize upon any of the provisions of this Indenture, the Installment Sale Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders.
(D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, Collateral or to preserve enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or protect the interest of the Trustee and/or the Bondholders.
(E) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Collateral Agent (or their applicable designees or sub-agents) on behalf of Credit the Secured Parties as the Administrative Agent and the Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to release any Liens created under any Loan Document and to release any Loan Guarantee, in each case in connection with the exercise of remedies hereunder or under any other Loan Document so long as such release applies to all of the Loans and any proceeds thereof are shared in accordance with Section 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the Letter applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of Creditthe Required Lenders or as otherwise authorized herein, the Trustee shall not be entitled to take any such actions or exercise any remedies under this Article VI with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee Collateral Agent is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Creditirrevocably authorized, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply connection with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, Default under Section 8.01 resulting from the Trustee may (and, at failure to pay Secured Obligations owing to the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court orderLenders, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement sxx for payment of, or to cause the Trustee initiate any suit, action or proceedings against any Loan Party to comply with its obligations under Section 517(B) hereofenforce payment of or to collect such Secured Obligations.
Appears in 1 contract
Enforcement of Remedies. (A) Upon Anything to the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested contrary in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of DefaultLoan Documents notwithstanding, the Trustee shall give such notices parties hereto (and take all actions necessary to cause payments to be made under each other Secured Party) hereby agree that no Secured Party (other than the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement Administrative Agent and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, Collateral Agent) shall deem expedient.
(C) Upon the occurrence and continuance of have any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding right individually to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under realize upon any of the provisions of this Indenture, the Installment Sale Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders.
(D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, Collateral or to preserve enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or protect the interest of the Trustee and/or the Bondholders.
(E) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Collateral Agent (or their applicable designees or subagents) on behalf of Credit the Secured Parties as the Administrative Agent and the Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to release any Liens created under any Loan Document and to release any Loan Guarantee, in each case in connection with the exercise of remedies hereunder or under any other Loan Document so long as such release applies to all of the Loans and any proceeds thereof are shared in accordance with Section 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the Letter applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of Creditthe Required Lenders or as otherwise authorized herein, the Trustee shall not be entitled to take any such actions or exercise any remedies under this Article VI with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee Collateral Agent is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Creditirrevocably authorized, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply connection with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, Default under Section 8.01 resulting from the Trustee may (and, at failure to pay Secured Obligations owing to the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court orderLenders, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement xxx for payment of, or to cause the Trustee initiate any suit, action or proceedings against any Loan Party to comply with its obligations under Section 517(B) hereofenforce payment of or to collect such Secured Obligations.
Appears in 1 contract
Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and Bank may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement this Mortgage and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, Bank shall deem expedientappropriate, including, without limitation, an action to foreclose the Lien of this Mortgage, against all or, from time to time, against any part of the interest of the Issuer and the Company in the Mortgaged Property and to have the same sold under the judgment or decree of a court of competent jurisdiction to the highest bidder, at public or private sale for cash or credit in one or more interests and in any order or manner, subject to statutory and other legal requirements, if any, including all right, title and interest, claim and demand therein and thereto and all right of redemption thereof and further including the right to sell same and all estate, claim, demand, right, title and interest of the Issuer and the Company therein and rights of redemption thereof, pursuant to power of sale or otherwise. Without limiting any other rights of the Bank, hereunder or otherwise granted, upon default of this Mortgage, or the indebtedness or other obligation secured thereby, the Bank shall have the right to sell the Mortgaged Property in the manner prescribed in Article 14 of the New York Real Property Actions and Proceeding Law, or any successors or companion statute, law or promulgation, for a non-judicial proceeding for foreclosure by power of sale.
(CB) Upon the occurrence and continuance of any Event of DefaultThe Bank may xxx for, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the IssuerCompany for principal, the Bank premium, interest or the Company otherwise under any of the provisions of this Indenture, the Installment Sale Agreement and Mortgage or the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the BondholdersBank.
(DC) Regardless of the happening of an Event of Default, the Trustee Bank may institute and maintain such suits and proceedings as it the Bank may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents Mortgage by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bondsthis Mortgage, or to preserve or protect the interest interests of the Trustee and/or Bank.
(D) The Bank shall have the Bondholdersright to appear in and defend any action or preceding brought with respect to the Mortgaged Property and to bring any action or proceeding, in the name and on behalf of the Issuer or the Company, which the Bank, in its discretion, feels should be brought to protect its interests in the Mortgaged Property.
(E) Notwithstanding anything to Upon the contrary herein, so long as the Letter occurrence of Credit is in effect and the Bank is making all required payments with respect to the Letter any Event of Credit in accordance with the terms of the Letter of CreditDefault hereunder, the Trustee shall not exercise any remedies under this Article VI and the Trustee shall notCompany, without the prior written consent upon demand of the Bank, take any actions which shall forthwith surrender the Trustee is required possession of, and it shall be lawful for the Bank, by such officer or entitled agent as it may appoint, to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Creditpossession of, in which case the Bank shall have no authority to exercise all or any further rights hereunder.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction part of the Trustee.
(G) Notwithstanding any other provision of this IndentureMortgaged Property, failure together with the books, papers and accounts of the Company or pertaining thereto, and to hold, operate and manage the Trustee same, and from time to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court order, time to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) hereof.make all needed
Appears in 1 contract
Samples: Mortgage and Security Agreement (Angiodynamics Inc)
Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient.
(C) Upon the occurrence and continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under any of the provisions of this Indenture, the Installment Sale Agreement and the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the Bondholders.
(D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the this Indenture or of any other Financing Document or of any resolution authorizing the Bonds, or to preserve or protect the interest of the Trustee and/or the Bondholders.
(E) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter of Credit in accordance with the terms of the Letter of Credit, the Trustee shall not exercise any remedies under this Article VI and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its 77 obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunderhereunder unless and until said default shall have been cured by the Bank to the reasonable satisfaction of the Trustee.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the reasonable satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court order, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) hereof.
Appears in 1 contract
Samples: Trust Indenture (Angiodynamics Inc)
Enforcement of Remedies. (A) Upon Anything to the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested contrary in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon Loan Documents to the occurrence and continuance of any Event of Defaultcontrary notwithstanding, the Trustee parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Agents) shall give such notices and take all actions necessary have any right individually to cause payments to be made under the Letter of Credit and may proceed forthwith to protect and enforce its rights under the Act, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient.
(C) Upon the occurrence and continuance of any Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the Issuer, the Bank or the Company under realize upon any of the provisions Collateral or to enforce any Guaranty, it being understood and agreed, except as provided in the last sentence of this IndentureSection 10.24(a) and Section 10.20, the Installment Sale Agreement that all powers, rights and the other Financing Documents, without prejudice to any other right remedies under or remedy of the Trustee or the Bondholders.
(D) Regardless of the happening of an Event of Default, the Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the Bonds, or to preserve or protect the interest of the Trustee and/or the Bondholders.
(E) Notwithstanding anything to the contrary herein, so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter Loan Documents or the amounts due thereunder may be exercised solely by the Agents (or their applicable designees or sub-agents) on behalf of Credit the Secured Parties as the Agents may be directed by the Required Lenders and in accordance with the terms hereof and thereof (including the Intercreditor Agreements) and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the Required Lenders, each Agent is hereby irrevocably authorized to release any Liens created under any Loan Document and to release any Guaranty, in each case in connection with the exercise of remedies hereunder or under any other Loan Document so long as such release applies to all of the Loans and any proceeds thereof are shared in accordance with Section 8.04. If so directed by the Required Lenders, each Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the Letter applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of Creditthe Required Lenders or as otherwise authorized herein, the Trustee shall not be entitled to take any such actions or exercise any remedies under this Article VI and with respect to any Collateral at such time. Notwithstanding the Trustee shall notforegoing, without if so directed by the prior written consent of the BankRequired Lenders, take any actions which the Trustee each Agent is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Creditirrevocably authorized, in which case the Bank shall have no authority to exercise any further rights hereunder.
(F) In the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) above, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of the Company or the Trustee to comply connection with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, Default under Section 8.01 resulting from the Trustee may (and, at failure to pay Obligations owing to the request of any Underwriter or the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandatory or specific performance by court orderLenders, to cause the Company to comply with its obligations under Section 8.5(B) of the Installment Sale Agreement xxx for payment of, or to cause the Trustee initiate any suit, action or proceedings against any Loan Party to comply with its obligations under Section 517(B) hereofenforce payment of or to collect such Obligations.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and Bank may proceed forthwith to protect and enforce its rights under the ActMortgage, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, it shall deem expedient.appropriate, including, without limitation, an action to foreclose the Lien of the Mortgage, in which case the Mortgaged Property or any interest therein may be sold for cash or credit in one or more interests and in any order or manner;
(CB) Upon the occurrence and continuance of any Event of DefaultThe Bank may xxx for, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the IssuerCompany for principal, the Bank premium, if any, interest or the Company otherwise under any of the provisions of this Indenture, the Installment Sale Agreement and Mortgage or the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the BondholdersBank.
(DC) Regardless of the happening of an Event of Default, the Trustee Bank may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents Mortgage by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the BondsMortgage, or to preserve or protect the interest interests of the Trustee and/or Bank.
(D) The Bank shall have the Bondholdersright to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to bring any action or proceeding, in the name and on behalf of the Issuer or the Company, which the Bank, in its discretion, determines should be brought to protect their interests in the Mortgaged Property.
(E) Notwithstanding anything Upon the occurrence and continuance of any Event of Default hereunder, the Company, upon demand of the Bank, shall forthwith surrender the possession of, and it shall be lawful for the Bank, to take possession of, all or any part of the contrary hereinMortgaged Property, so long together with the books, papers and accounts of the Company pertaining thereto, and to hold, operate and manage the same, and from time to time to make all needed repairs and improvements as the Letter of Credit is in effect Bank shall deem wise; and the Bank is making may sell the Mortgaged Property or any part thereof, or lease the Mortgaged Property or any part thereof in the name and for the account of the Issuer or the Company, collect, receive and sequester the rents, revenues, earnings, income, products and profits therefrom, and pay out of the same all required payments with respect proper costs and expenses of taking, holding, leasing, selling and managing the Mortgaged Property, including reasonable compensation to the Letter Bank and its agents and counsel, and any charges of Credit the Bank hereunder, and any taxes and other charges prior to the Lien of the Mortgage which the Bank may deem it wise to pay, and all expenses of such repairs and improvements, and apply the remainder of the moneys so received in accordance with the terms provisions of Section 6.05 hereof. Whenever all that is due under the Letter of CreditReimbursement Agreement, the Trustee shall not exercise any remedies under this Article VI Term Loan Note and the Trustee shall not, without the prior written consent of the Bank, take any actions which the Trustee is required or entitled to take under this Article VI unless and until the Trustee other Financing Documents shall have accelerated the Bonds been paid and drawn upon the Letter of Credit in accordance with Section 602 hereof and all defaults made good, the Bank shall have defaulted in surrender possession to the performance Issuer and the Company; the same right of its obligations under the Letter entry, however, to exist upon any subsequent Event of Credit, in which case the Bank shall have no authority to exercise any further rights hereunderDefault.
(F) In Notwithstanding anything herein contained to the event of a default by the Bank in the performance of its obligations under the Letter of Credit, notwithstanding the provisions of subparagraph (E) abovecontrary, the Bank shall have no authority to exercise any further rights hereunder, unless and until said default shall have been cured by the Bank to the satisfaction of the Trustee.
(G) Notwithstanding any other provision of this Indenture, failure of Issuer or the Company or the Trustee to comply with the Continuing Disclosure Agreement shall anyone claiming through or under either of them (1) will not be considered an Event of Default; however(a) at any time insist upon, the Trustee may (andor plead, at the request or in any manner whatever claim or take any benefit or advantage of any Underwriter stay or extension or moratorium law, any exemption from execution or sale of the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) Mortgaged Property or any Bondholder part thereof, wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of the Mortgage, (b) claim, take such actions as or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales thereof which may be necessary made pursuant to any provision hereof, or pursuant to the decree, judgment or order of any court of competent jurisdiction, or (c) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the Property so sold or any part thereof, (2) hereby expressly waive all benefit or advantage of any such law or laws, and appropriate(3) covenant not to hinder, including seeking mandatory delay or specific performance by court orderimpede the execution of any power herein granted or delegated to the Bank, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. The Company and the Issuer, for themselves and all who may claim under them, waive, to cause the Company extent that they lawfully may, all right to comply with its obligations under Section 8.5(B) of have the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) Mortgaged Property marshalled upon any foreclosure hereof.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Spurlock Industries Inc)
Enforcement of Remedies. (A) Upon the occurrence and continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in the Trustee by the Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. In considering what actions are or are not prudent in the circumstances, the Trustee shall consider whether or not to take such action as may be permitted to be taken by the Trustee under any of the Financing Documents.
(B) Upon the occurrence and continuance of any Event of Default, the Trustee shall give such notices and take all actions necessary to cause payments to be made under the Letter of Credit and Holder may proceed forthwith to protect and enforce its rights under the ActSecurity Agreement, the Letter of Credit, the Installment Sale Agreement and the other Financing Documents by such suits, actions or proceedings as the Trustee, being advised by counsel, it shall deem expedientappropriate, including, without limitation, an action to foreclose the Lien of the Security Agreement, in which case the Collateral or any interest therein may be sold for cash or credit in one or more interests and in any order or manner.
(CB) Upon the occurrence and continuance of any Event of DefaultThe Holder may xxx for, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce payment of and receive any amounts due or becoming due from the IssuerCompany for principal, the Bank premium, if any, interest or the Company otherwise under any of the provisions of this Indenture, the Installment Sale Security Agreement and or the other Financing Documents, without prejudice to any other right or remedy of the Trustee or the BondholdersHolder.
(DC) Regardless of the happening of an Event of Default, the Trustee Holder may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Indenture and the other Financing Documents Security Agreement by any acts which may be unlawful or in violation of the Indenture or of any other Financing Document or of any resolution authorizing the BondsSecurity Agreement, or to preserve or protect the interest interests of the Trustee and/or Holder.
(D) The Holder shall have the Bondholdersright to appear in and defend any action or proceeding brought with respect to the Collateral and to bring any action or proceeding, in the name and on behalf of the Company, which the Holder, in its discretion, determines should be brought to protect their interests in the Collateral.
(E) Notwithstanding anything Upon the occurrence and continuance of any Event of Default hereunder, the Company, upon demand of the Holder, shall forthwith surrender the possession of, and it shall be lawful for the Holder, to take possession of, all or any part of the Collateral, together with the books, papers and accounts of the Company pertaining thereto, and to hold, operate and manage the same, and from time to time to make all needed repairs and improvements as the Holder shall deem wise; and the Holder may sell the Collateral or any part thereof, or lease the Collateral or any part thereof in the name and for the account of the Company, collect, receive and sequester the rents, revenues, earnings, income, products and profits therefrom, and pay out of the same all proper costs and expenses of taking, holding, leasing, selling and managing the Collateral, ___ including reimbursement for expenses reasonably and actually incurred by the Holder and its agents and counsel, and any charges of the Holder hereunder, and any taxes and other charges prior to the contrary hereinLien of the Security Agreement which the Holder may deem it wise to pay, and all expenses of such repairs and improvements, and apply the remainder of the moneys so long as the Letter of Credit is in effect and the Bank is making all required payments with respect to the Letter of Credit received in accordance with the terms provisions of Section 5.05 hereof. Whenever all monetary payments then due under the Letter Notes and the other Financing Documents shall have been paid and no Event of CreditDefault shall be continuing, the Trustee Holder shall not exercise surrender possession to the Company; the same right of entry, however, to exist upon any remedies under this Article VI and the Trustee shall not, without the prior written consent subsequent Event of the Bank, take any actions which the Trustee is required or entitled to take under this Article VI unless and until the Trustee shall have accelerated the Bonds and drawn upon the Letter of Credit in accordance with Section 602 hereof and the Bank shall have defaulted in the performance of its obligations under the Letter of Credit, in which case the Bank shall have no authority to exercise any further rights hereunderDefault.
(F) In The Holder may exercise any and/or all of the event of rights and remedies available to a default by the Bank in the performance of its obligations secured party under the Letter New York Uniform Commercial Code in such order and in such manner as the Holder, in its sole discretion, may determine; provided, however, that the expenses of Creditretaking, notwithstanding holding, preparing for sale or the provisions of subparagraph (E) above, the Bank like as provided thereunder shall have no authority to exercise any further rights hereunder, unless include reasonable attorneys' fees and until said default shall have been cured by the Bank to the satisfaction other actual expenses of the TrusteeHolder and shall be additionally secured by this Security Agreement.
(G) Notwithstanding any other provision of this Indentureanything herein contained to the contrary, failure of the Company or the Trustee to comply with the Continuing Disclosure Agreement shall anyone claiming through or under either of them (1) will not be considered an Event of Default; however(a) at any time insist upon, the Trustee may (andor plead, at the request or in any manner whatever claim or take any benefit or advantage of any Underwriter stay or extension or moratorium law, any exemption from execution or sale of the Holders of at least twenty-five percent (25)% aggregate principal amount of Outstanding Bonds, shall) Collateral or any Bondholder part thereof, wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of the Security Agreement, (b) claim, take such actions as or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Collateral, or any part thereof, prior to any sale or sales thereof which may be necessary made pursuant to any provision hereof, or pursuant to the decree, judgment or order of any court of competent jurisdiction, or (c) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the Property so sold or any part thereof, (2) hereby expressly waive all benefit or advantage of any such law or laws, and appropriate(3) covenant not to hinder, including seeking mandatory delay or specific performance by court orderimpede the execution of any power herein granted or delegated to the Holder, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. The Company for itself and all who may claim under it, waives, to cause the Company extent that it lawfully may, all right to comply with its obligations under Section 8.5(B) of have the Installment Sale Agreement or to cause the Trustee to comply with its obligations under Section 517(B) Collateral marshaled upon any foreclosure hereof.
Appears in 1 contract
Samples: Security Agreement (Balchem Corp)
