Common use of Lender’s Rights and Remedies Upon Default Clause in Contracts

Lender’s Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, Lender shall be entitled, at its option, to exercise all such rights and remedies with respect to the Collateral as (i) are available under the UCC and (ii) are otherwise available at law or in equity. Without limiting the foregoing, the Lender shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Membership Interests and/or Partnership Interests or other proceeds paid in respect of any Membership Interests and/or Partnership Interests, and any or all of any Membership Interests and/or Partnership Interests shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Membership Interests and/or Partnership Interests at any meeting of partners or members, as applicable, of the relevant Owned Companies and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Membership Interests and/or Partnership Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Membership Interests and/or Partnership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the limited liability company or partnership structure of any Owned Company or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Membership Interests and/or Partnership Interests, and in connection therewith, the right to deposit and deliver any and all of the Membership Interests and/or Partnership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it; but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and the Lender shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, the Pledgor hereby authorizes and instructs each Owned Company to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that each Owned Company shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to any Membership Interests and/or Partnership Interests directly to the Lender.

Lender’s Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, Lender shall be entitled, at its option, to exercise all such rights and remedies with respect to the Collateral as (i) are available under the UCC and (ii) are otherwise available at law or in equity. Without limiting the foregoing, the Lender shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Membership Interests and/or Partnership Interests or other proceeds paid in respect of any Membership Interests and/or Partnership Interests, and any or all of any Membership Interests and/or Partnership Interests shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Membership Interests and/or Partnership Interests at any meeting of partners or members, as applicable, of the relevant Owned Companies and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Membership Interests and/or Partnership Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Membership Interests and/or Partnership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the limited liability company or partnership structure of any Owned Company or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Membership Interests and/or Partnership Interests, and in connection therewith, the right to deposit and deliver any and all of the Membership Interests and/or Partnership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it; but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and the Lender shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, the Pledgor hereby authorizes and instructs each Owned Company to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that each Owned Company shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to any Membership Interests and/or Partnership Interests directly to the Lender.

Lender’s Rights and Remedies Upon Default. Upon (i) If any Event of Default described in Section 12(e), Section 12(f), or Section 12(g) occurs with respect to any Loan Party, all of the Lender’s remaining available Commitment, if any, shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, in each case without notice, demand or further act of the Lender. (ii) If any Event of Default occurs for any reason (except the occurrence of any Event of Default, Lender shall be entitled, at its option, Default referred to exercise all such rights and remedies with respect to the Collateral as in clause (i) are available above, for which provision is made in clause (i)), whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Lender may, by written notice to the Borrower declare the Lender’s Commitment (if not theretofore terminated) to be terminated, whereupon such outstanding Commitment shall terminate. (iii) if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Lender may, without any obligation to do so, make disbursements or Loans to or on behalf of the Loan Parties to cure any Event of Default hereunder and to cure any default under any Material Project Documents (or any other contract to which any Loan Party is a party) as the Lender in its sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Lender’s interests therein, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Loan Parties to the Lender on demand and shall be secured by the Security Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Lender’s Commitment; and (iv) if any Event of Default Trigger Event has occurred and is continuing (after giving effect to any cure of the applicable underlying Event of Default), the Lender may, (A) by written notice to the Borrower, declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable, whereupon the full unpaid amount of such Loans and other Obligations that have been declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, as the case may be, and (B) by written notice to the Borrower of its intention to exercise any remedies hereunder, under the UCC and (ii) are otherwise available other Loan Documents or at law or in equity. Without limiting the foregoing, the Lender shall have the right to receive any and all cash dividendswithout further notice of default, payments presentment or distributions made in respect demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any Membership Interests and/or Partnership Interests or other proceeds paid in respect of any Membership Interests and/or Partnership Interestskind, all such notices and demands being waived by the Loan Parties, exercise any or all of the rights or remedies as the Lender may have hereunder, under the other Loan Documents, or at law or in equity, in each case in any Membership Interests and/or Partnership Interests shall be registered combination or order that the Lender may elect, including the right to apply or execute upon any amounts on deposit in any Deposit Account or any other monies of the Loan Parties on deposit with the Lender, in the name manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral. All rights and remedies of the Lender or its nominee, hereunder are cumulative and in addition to any rights and remedies which the Lender or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Membership Interests and/or Partnership Interests at any meeting of partners or members, as applicable, have under the laws of the relevant Owned Companies and (BState of New York, and, subject to Section 15(iv) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Membership Interests and/or Partnership Interests as if it were the absolute owner thereof (including, without limitationabove, the right to exchange at its discretion any and all of the Membership Interests and/or Partnership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the limited liability company or partnership structure exercise of any Owned Company one right or upon the exercise remedy by the Pledgor or Lender against any Loan Party will not deprive the Lender of any right, privilege other right or option pertaining to such Membership Interests and/or Partnership Interests, and in connection therewith, the right to deposit and deliver remedy against any and all of the Membership Interests and/or Partnership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it; but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and the Lender shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, the Pledgor hereby authorizes and instructs each Owned Company to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that each Owned Company shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to any Membership Interests and/or Partnership Interests directly to the LenderLoan Party.

Lender’s Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, the Lender shall be entitledmay, at its option: Seek any and all remedies contained in any of the Loan Documents; Declare the Obligations immediately due and payable and may institute legal proceedings to enforce the security interest granted hereby and under the other Loan Documents; Make demand under, realize upon, collect, receive or enforce upon all or any portion of the Collateral in accordance with applicable Legal Requirements; File any claims, commence, maintain or discontinue any actions, suits or other proceedings deemed by the Lender necessary or advisable for the purpose of collecting or enforcing payment of all or any portion of the debt evidenced by the Collateral and enforcing and defending the Loan Documents; Execute any instrument or document and do any and all other things necessary and proper to exercise protect and preserve and realize upon the Collateral and the other rights contemplated hereby; Require the Borrowers forthwith to submit to the Lender a full accounting of the Collateral and/or transmit to the Lender all proceeds received by the Borrowers from the collection to hold the same in trust for the Lender and not commingle such proceeds with other funds of the Borrowers; and/or Setoff and apply against any sums due under this Agreement and the other Loan Documents any amount owing from the Lender to the Borrowers, and said right of setoff may be exercised by the Lender against the Borrowers or against any trustee in bankruptcy, borrower in possession, assignee for the benefit of creditors, receiver, or any execution, judgment or attachment creditor of the Borrowers, or against anyone else claiming through or against the Borrowers or any such person. The Lender agrees to promptly notify the Borrowers after such setoff, provided that the failure to give such notice shall not affect the validity of such setoff. All rights and remedies with respect to the Collateral as (i) are available under the UCC and (ii) are otherwise available at law or in equity. Without limiting the foregoing, the Lender shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Membership Interests and/or Partnership Interests or other proceeds paid in respect of any Membership Interests and/or Partnership Interests, and any or all of any Membership Interests and/or Partnership Interests shall be registered in the name of the Lender or its nomineehereunder are cumulative and in addition to any rights and remedies which the Lender may have under the laws of the State of New York, and the Lender or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Membership Interests and/or Partnership Interests at any meeting of partners or members, as applicable, of the relevant Owned Companies and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Membership Interests and/or Partnership Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Membership Interests and/or Partnership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the limited liability company or partnership structure of any Owned Company one right or upon the exercise remedy by the Pledgor or Lender against the Borrowers will not deprive the Lender of any right, privilege other right or option pertaining to such Membership Interests and/or Partnership Interests, and in connection therewith, remedy against the right to deposit and deliver any and all of the Membership Interests and/or Partnership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it; but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and the Lender shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, the Pledgor hereby authorizes and instructs each Owned Company to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that each Owned Company shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to any Membership Interests and/or Partnership Interests directly to the LenderBorrowers.