Common use of Events of Default; Acceleration; Remedies Clause in Contracts

Events of Default; Acceleration; Remedies. Upon occurrence of any of the following events or conditions. Borrower shall be in default or breach of this Instrument (each event or condition an "Event of Default"): (a) an "Event of Default" as that term is defined in the Credit Agreement shall occur or exist; (b) any default in the performance or observance of any covenant or agreement contained in Paragraph 14 of this Instrument; or (c) any default in the performance or observance of any covenant or agreement contained in this Instrument and such default shall not be remedied for a period of twenty (20) Business Days after the earlier of (i) such default becoming known to an Authorized Officer or (ii) notice of such default being delivered by Lender to Borrower. Upon the occurrence of an Event of Default, Lender at Lender's option may declare all of the sums secured by this Instrument to be immediately due and payable without further demand and may invoke any other remedies permitted by applicable law, provided herein and/or in the Credit Agreement. Lender may, in its sole discretion, upon the occurrence of an Event of Default (i) foreclose this Instrument without relief under valuation and appraisement laws; and/or, (ii) apply for and be entitled to the appointment of a receiver, the appointment of which is hereby consented to by Borrower without notice thereof, and such receiver is hereby authorized to take possession of the Property, collect any rental, accrued, or to accrue, whether in money or in kind, for the use and occupancy of said Property by any persons, firm or corporation, and may let or lease said Property or any part thereof, receive the rents, income and profits therefrom, and hold the proceeds subject to the orders of the court, or the judge thereof, for the benefit of Lender, pending the final decree in the proceedings pursuant to which the receiver has been appointed, and during any period allowed by law for the redemption from any sale ordered in foreclosure proceedings, and said receiver may be appointed irrespective of the value of the Property or its adequacy to secure or discharge the Obligations due or to become due or the solvency of the Borrower; and/or, (iii) take possession of and hold the Property with or without process of law and collect the rents and profits therefrom, applying same to the charges and payments due under the conditions of this Instrument so long as default shall continue, which such taking of possession shall in no way waive the right of Lender to exercise the other remedies set forth herein because of a default. In the event the Property is sold under foreclosure and the proceeds together with the rents, issues, income and profits collected by Lender are insufficient to pay the total Obligations evidenced and secured by this Instrument, the Lender shall be entitled to a deficiency judgment against the Borrower. Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing such remedies, including, but not limited to, attorney fees, costs of documentary evidence and title reports, environmental tests, inspections and, if necessary, remediation. No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now hereafter existing at law or in equity or by statute. To the extent permitted by law remedies may be exercised concurrently, independently, or successively in any order whatsoever

Events of Default; Acceleration; Remedies. Upon 7.1 The occurrence of any one or more of the following events or conditions. Borrower shall be in constitute an event of default or breach of this Instrument (each event or condition an "Event of Default"):) after the expiration of applicable notice and cure periods, if any, under this Agreement: (a) an "Event If any statement, representation or warranty made by any Borrower or any of Default" as that term is defined the Guarantors herein or in the Credit Agreement Loan Documents shall occur prove to have been false or exist;misleading when made, or subsequently becomes false or misleading, in any materially adverse respect. (b) Default by the Borrower in payment within ten (10) business days of the due date of any default principal or interest called for under its payment obligations with respect to the Line of Credit or the Acquisition Line of Credit. (c) Default by the Borrower, any of its Subsidiaries or any of the Guarantors, in any material respect, in the performance or observance of any covenant of the other provisions, terms, conditions, warranties or agreement contained in Paragraph 14 covenants of this Instrument; orthe Loan Documents. (cd) Default by any default Borrower or any of its Subsidiaries, not cured within any applicable cure period, in the payment or performance or observance of any covenant other obligations due the Bank, FNH or agreement contained any affiliate thereof, whether created prior to, concurrent with, or subsequent to obligations arising out of the Loan Documents (including without limitation, the Master Agreement). (e) Default by any Borrower or any of its Subsidiaries, not cured within any applicable cure period, of any other obligation for borrowed monies or any lease in this Instrument and such default an aggregate amount of $100,000 or more. (f) The dissolution, termination of existence, death, merger or consolidation of any Borrower, Subsidiary or any of the Guarantors or a sale of all or substantially all of the assets of the Borrower or any of its Subsidiaries or any of the Guarantors out of the ordinary course of business without the prior written consent of the Bank. (g) The transfer of the majority voting capital stock of any Borrower or any of its Subsidiaries. (h) Any Borrower or any of its Subsidiaries shall not be remedied for a period of twenty (20) Business Days after the earlier of (i) such default becoming known to an Authorized Officer or (ii) notice of such default being delivered by Lender to Borrower. Upon the occurrence of an Event of Default, Lender at Lender's option may declare all of the sums secured by this Instrument to be immediately due and payable without further demand and may invoke any other remedies permitted by applicable law, provided herein and/or in the Credit Agreement. Lender may, in its sole discretion, upon the occurrence of an Event of Default (i) foreclose this Instrument without relief under valuation and appraisement laws; and/or, (ii) apply for and be entitled or consent to the appointment of a receiver, the appointment trustee or liquidator of which is hereby consented to by Borrower without notice thereof, and such receiver is hereby authorized to take possession of the Property, collect any rental, accrued, or to accrue, whether in money or in kind, for the use and occupancy of said Property by any persons, firm or corporation, and may let or lease said Property it or any part thereofof its property, receive the rents(ii) admit in writing its inability to pay its debts as they mature, income and profits therefrom, and hold the proceeds subject to the orders of the court, or the judge thereof, (iii) make a general assignment for the benefit of Lendercreditors, pending (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or (vi) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts. (i) Proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of any Borrower or any Subsidiary, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, trustee or liquidator of any Borrower or any Subsidiary, of all or a substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days. (j) A final decree and unappealable judgment for the payment of money, in excess of One Hundred Thousand Dollars ($100,000) shall be rendered against any Borrower or any Subsidiary and the same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed. (k) Any Borrower assigns this Agreement (or its rights or duties hereunder), if the Real Estate is conveyed or transferred in any way or encumbered in any way without the prior written consent of the Bank or if any other Collateral is conveyed or transferred in any way, except in the proceedings pursuant ordinary course of business, or encumbered in any way without the prior written consent of the Bank except as otherwise permitted in this Agreement. (l) The Collateral is materially injured or destroyed by fire or otherwise which casualty is not insured, or the Real Estate or any material portion thereof are taken by eminent domain. (m) Any attachment or mechanic's, laborer's, materialman's architect's, artisan's or similar statutory liens or any notice thereof in excess of an aggregate amount of $25,000 shall be filed against the Real Estate or any other Collateral and shall not be discharged within thirty (30) days of such filing. (n) The Line of Credit, the Acquisition Line of Credit and the Other Loans (as defined in Section 1.11) are hereby cross-defaulted, to the end that a default under one loan shall constitute a default under all of such loans and obligations. 7.2 Upon the occurrence of any Event of Default (which, in the case of an event of default listed in Sections 7.1 (a), (c), (d) or (e) remains unremedied for a period of thirty (30) days after the earlier of the date of notice thereof to the Borrower by the Bank or the date either Borrower becomes aware of such default), the Bank's commitment to make further loans under this Agreement or any other agreement with the Borrower will immediately cease and terminate and, at the election of the Bank, all of the obligations of the Borrower to the Bank under this Agreement will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the receiver has been appointedBank may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Borrower, and during any period allowed by law for the redemption from any sale ordered in foreclosure proceedings, and said receiver may be appointed irrespective of the value of the Property other endorser or its adequacy to secure or discharge the Obligations due or to become due or the solvency guarantor of the Borrower; and/or's obligations, (iii) take possession either jointly or severally, and may proceed to liquidate and realize upon any of its security in accordance with the rights of a secured party under the Uniform Commercial Code, or any Loan Document, any agreement between the Borrower and hold the Property with or without process of law and collect the rents and profits therefrom, applying same Bank relating to the charges and payments due under the conditions Loan, or any other agreement between any guarantor or endorser of this Instrument so long as default shall continue, which such taking of possession shall in no way waive the right of Lender to exercise the other remedies set forth herein because of a default. In the event the Property is sold under foreclosure and the proceeds together with the rents, issues, income and profits collected by Lender are insufficient to pay the total Obligations evidenced and secured by this Instrument, the Lender shall be entitled to a deficiency judgment against the Borrower. Lender shall be entitled 's obligations to collect all reasonable costs and expenses incurred in pursuing such remedies, including, but not limited to, attorney fees, costs of documentary evidence and title reports, environmental tests, inspections and, if necessary, remediation. No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now hereafter existing at law or in equity or by statute. To the extent permitted by law remedies may be exercised concurrently, independently, or successively in any order whatsoeverBank hereunder.

Events of Default; Acceleration; Remedies. Upon (a) The occurrence of any of the following events or conditions. shall constitute a default by Borrower shall be in default or breach of this Instrument (each event or condition an "“Event of Default"): (a”) an "Event of Default" as that term is defined in the Credit Agreement shall occur or exist; (b) any default in the performance or observance of any covenant or agreement contained in Paragraph 14 of under this Instrument; or (c) any default in the performance or observance of any covenant or agreement contained in this Instrument and such default shall not be remedied for a period of twenty (20) Business Days after the earlier of Note: (i) such default becoming known Borrower fails to an Authorized Officer pay any of Borrower’s Liabilities when due and payable or declared due and payable hereunder; (ii) notice Borrower fails to perform, keep or observe in any material respect any material obligation under this Note; (iii) a petition under any section or chapter of Title 11 of the United States Code, as amended, or any similar law or regulation is filed by or against Borrower, if Borrower shall make an assignment for the benefit of creditors, or if any similar case or proceeding is filed by Borrower or against it by its creditors, provided that such default being delivered actions not taken voluntarily by Lender to Borrower. Upon the occurrence of Borrower will not constitute an Event of DefaultDefault if dismissed or stayed within 60 days thereof; (iv) any material representation and warranty of Borrower is untrue in any material respect and Borrower does not effect a cure by causing such representation and warranty to become true prior to such time as Lender is materially harmed thereby, Lender at Lender's option may declare all (v) (1) the Borrower fails to make any payment when due (after any applicable grace period) with respect to the Oxford Senior Loan, the ATEL Senior Loan or any other present or future indebtedness (whether actual or contingent) of the sums secured by Borrower for or in respect of moneys borrowed in an aggregate principal amount of at least $1,000,000 or (2) any lenders, creditors or similar parties in respect of the agreements referred to in clause (v)(1) of this Instrument Section 7(a) declares any such indebtedness to be immediately due and payable without further demand and may invoke any other remedies permitted by applicable lawprior to its stated maturity date; (vi) the Senior Creditors take possession of, provided herein and/or in or commence action with a view to the Credit Agreement. Lender mayseizure, in its sole discretioncompulsory acquisition, upon or possession of the occurrence assets of the Borrower; or (vii) an Event of Default (as defined in the Oxford Loan Agreement, including all applicable definitions, as it exists on the date hereof and notwithstanding any amendment or modification after the date hereof) occurs and is continuing. (b) Subject to the Subordination Agreements, if an Event of Default (other than an Event of Default under Section 7(a)(iii)) has occurred and is continuing, upon written notice by Lender to Borrower, all of Borrower’s Liabilities hereunder shall be due and payable forthwith and Lender may, without notice or demand, exercise all rights and remedies available to Lender under this Note or at law or equity. If an Event of Default occurs under Section 7(a)(iii), then automatically all of Borrower’s Liabilities hereunder shall immediately become due and payable. The acceptance by Lender of partial payment made hereunder after the time any Borrower’s Liabilities become due and payable hereunder will not establish a custom, or waiver any rights of Lender to enforce the prompt payment hereof. Borrower and every endorser hereof waive presentment, demand and protest and notice of presentment, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of this Note. (c) If at any time or times after the date of this Note, Lender: (i) foreclose this Instrument without relief under valuation and appraisement lawsemploys counsel for advice or other representation to enforce any rights of Lender against Borrower; and/or, and/or (ii) apply for and be entitled attempts to the appointment or enforces any of a receiverLender’s rights or remedies under this Note, the appointment of which is hereby consented to by Borrower without notice thereof, and such receiver is hereby authorized to take possession of the Property, collect any rental, accrued, or to accrue, whether in money or in kind, for the use and occupancy of said Property by any persons, firm or corporation, and may let or lease said Property or any part thereof, receive the rents, income and profits therefrom, and hold the proceeds subject to the orders of the court, or the judge thereof, for the benefit of Lender, pending the final decree in the proceedings pursuant to which the receiver has been appointed, and during any period allowed by law for the redemption from any sale ordered in foreclosure proceedings, and said receiver may be appointed irrespective of the value of the Property or its adequacy to secure or discharge the Obligations due or to become due or the solvency of the Borrower; and/or, (iii) take possession of and hold the Property with or without process of law and collect the rents and profits therefrom, applying same to the charges and payments due under the conditions of this Instrument so long as default shall continue, which such taking of possession shall in no way waive the right of Lender to exercise the other remedies set forth herein because of a default. In the event the Property is sold under foreclosure and the proceeds together with the rents, issues, income and profits collected by Lender are insufficient to pay the total Obligations evidenced and secured by this Instrument, the Lender shall be entitled to a deficiency judgment against the Borrower. Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing such remediesby Lender with respect to the foregoing shall be part of Borrower’s Liabilities hereunder, including, but not limited to, attorney fees, costs of documentary evidence and title reports, environmental tests, inspections and, if necessary, remediation. No remedy herein conferred upon or reserved payable by Borrower to Lender is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now hereafter existing at law or in equity or by statute. To the extent permitted by law remedies may be exercised concurrently, independently, or successively in any order whatsoeveron demand.

Events of Default; Acceleration; Remedies. Upon 8.1 The occurrence of any one or more of the following events or conditions. Borrower shall be in constitute an event of default or breach of this Instrument (each event or condition an "Event of Default"):) after the expiration of applicable notice and cure periods, if any, under this Agreement: (a) an "Event If any statement, representation or warranty made by the Borrower or any of Default" as that term is defined the Guarantors herein or in the Credit Agreement Loan Documents shall occur prove to have been false or exist;misleading when made, or subsequently becomes false or misleading, in any materially adverse respect. (b) Default by any default Borrower in payment within ten (10) business days of the due date of any principal or interest called for under its payment obligations with respect to any Loan, the Swap Agreement and/or any of the other Loan Documents within any applicable grace period, if any. (c) Default by the Borrower, any of its Subsidiaries or the Guarantor, in any material respect, in the performance or observance of any covenant of the other provisions, terms, conditions, warranties or agreement contained in Paragraph 14 covenants of this Instrument; orthe Loan Documents. (cd) Default by the Borrower or any default of its Subsidiaries, not cured within any applicable cure period, in the payment or performance or observance of any covenant other obligations due the Bank or agreement contained any affiliate thereof, whether created prior to, concurrent with, or subsequent to obligations arising out of the Loan Documents (including without limitation, the Swap Agreement). (e) Default by the Borrower or any of its Subsidiaries, not cured within any applicable cure period, of any other obligation for borrowed monies or any lease in this Instrument and such default an aggregate amount of One Hundred Thousand Dollars ($100,000) or more. (f) The dissolution, termination of existence, merger or consolidation of the Borrower, any Subsidiary or the Guarantor or a sale or taking by eminent domain of all or a material portion of the assets of the Borrower or any of its Subsidiaries or the Guarantor out of the ordinary course of business without the prior written consent of the Bank. (g) The transfer of the majority voting capital stock of the Borrower or any of its Subsidiaries. (h) The Borrower or any of its Subsidiaries shall not be remedied for a period of twenty (20) Business Days after the earlier of (i) such default becoming known to an Authorized Officer or (ii) notice of such default being delivered by Lender to Borrower. Upon the occurrence of an Event of Default, Lender at Lender's option may declare all of the sums secured by this Instrument to be immediately due and payable without further demand and may invoke any other remedies permitted by applicable law, provided herein and/or in the Credit Agreement. Lender may, in its sole discretion, upon the occurrence of an Event of Default (i) foreclose this Instrument without relief under valuation and appraisement laws; and/or, (ii) apply for and be entitled or consent to the appointment of a receiver, the appointment trustee or liquidator of which is hereby consented to by Borrower without notice thereof, and such receiver is hereby authorized to take possession of the Property, collect any rental, accrued, or to accrue, whether in money or in kind, for the use and occupancy of said Property by any persons, firm or corporation, and may let or lease said Property it or any part thereof, receive the rents, income and profits therefrom, and hold the proceeds subject to the orders of the court, or the judge thereof, for the benefit of Lender, pending the final decree in the proceedings pursuant to which the receiver has been appointed, and during any period allowed by law for the redemption from any sale ordered in foreclosure proceedings, and said receiver may be appointed irrespective of the value of the Property or its adequacy to secure or discharge the Obligations due or to become due or the solvency of the Borrower; and/orproperty, (iiiii) take possession of and hold the Property with or without process of law and collect the rents and profits therefrom, applying same to the charges and payments due under the conditions of this Instrument so long as default shall continue, which such taking of possession shall admit in no way waive the right of Lender to exercise the other remedies set forth herein because of a default. In the event the Property is sold under foreclosure and the proceeds together with the rents, issues, income and profits collected by Lender are insufficient to pay the total Obligations evidenced and secured by this Instrument, the Lender shall be entitled to a deficiency judgment against the Borrower. Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing such remedies, including, but not limited to, attorney fees, costs of documentary evidence and title reports, environmental tests, inspections and, if necessary, remediation. No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now hereafter existing at law or in equity or by statute. To the extent permitted by law remedies may be exercised concurrently, independently, or successively in any order whatsoeverwriting its