LENDER'S RIGHTS Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
Lenders Rights and Remedies (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned.
(b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus.
(c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.
Lender’s Right to Cure If any Ground Lease Default shall occur and be continuing, or if any Ground Lessor asserts that a Ground Lease Default has occurred (whether or not the Borrowers question or deny such assertion), then, subject to the terms and conditions of the applicable Ground Lease, Lender, upon five (5) Business Days' prior written notice to the Borrowers, unless Lender reasonably determines that a shorter period (or no period) of notice is necessary to protect Lender's interest in the Ground Lease, may (but shall not be obligated to) take any action that Lender deems reasonably necessary, including, without limitation, (i) performance or attempted performance of the applicable Borrower's obligations under the applicable Ground Lease, (ii) curing or attempting to cure any actual or purported Ground Lease Default, (iii) mitigating or attempting to mitigate any damages or consequences of the same and (iv) entry upon the applicable Ground Leased Property for any or all of such purposes. Upon Lender's request, each Borrower shall submit satisfactory evidence of payment or performance of any of its obligations under each Ground Lease. Lender may pay and expend such sums of money as Lender in its sole discretion deems necessary or desirable for any such purpose, and the Borrowers shall pay to Lender within five (5) Business Days of the written demand of Lender all such sums so paid or expended by Lender, together with interest thereon from the date of expenditure at the Default Rate.
Security over Lenders’ rights In addition to the other rights provided to Lenders under this Clause 26, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security shall:
(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents; or
(ii) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.
Waivers, Rights and Remedies Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy relating to this Agreement shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.
Banks Rights and Remedies 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:
a. Declare Borrower's Obligations, whether evidenced by this Agreement, installment notes, demand notes or otherwise, immediately due and payable to the Bank;
TEACHERS’ RIGHTS A. Pursuant to the Employer-Employee Relations Act, the Board and the Association agree that every member of the unit shall have the right freely to organize, join and support the Association and its affiliates for the purpose of engaging in collective negotiations and other concerted activities for mutual aid and protection, or to refrain from such activities. The Board and the Association undertake and agree that they shall not directly or indirectly discourage or deprive or coerce any teacher in the enjoyment of any rights conferred by the Employer-Employee Relations Act, or other laws of New Jersey or the constitutions of New Jersey or the United States.
B. Nothing contained herein shall be construed to deny or restrict to any teacher such rights as he/she may have under New Jersey School Laws or other applicable laws and regulations. The rights granted to teachers hereunder shall be deemed to be in addition to those provided elsewhere.
C. No teacher shall be disciplined, reprimanded or reduced in rank or compensation without just cause. Any such action asserted by the Board, or any agent or representative thereof, shall be subject to the grievance procedure herein set forth. For purposes of this provision, discharge, removal, or non-renewal shall not be considered as discipline, reprimand or reduction in rank or compensation.
D. Whenever any teacher is required to appear before any Administrator or Supervisor, the Superintendent, Board or any committee thereof for a meeting or conference, the purpose of which adversely concerns the continuance of that teacher in his/her office, position, or employment or adversely concerns salary or any increments pertaining thereto, he/she shall be given prior written notice of the reason for such meeting or conference and shall be entitled to have a representative of the Association present to advise and represent him/her during such meeting or conference, provided that no unreasonable delay shall be incurred in the scheduling of such meeting due to a lack of representation.
E. The Board shall provide a job description of co- curricular jobs for which compensation is provided. This description shall be prepared by the Board of Education in consultation with the Association.
Lender’s Right to Perform If any Loan Party fails to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business Days after Borrower’s receipt of written notice thereof from Lender, without in any way limiting Lender’s right to exercise any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, Lender may, but shall have no obligation to, perform, or cause the performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of Lender incurred or paid in connection therewith shall be payable by Borrower to Lender upon demand and if not paid shall be added to the Obligations (and to the extent permitted under applicable laws, secured by the Mortgages and the other Collateral Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send notice to Borrower of any such failure.
The Lender Groups Rights and Remedies 9.1 Rights and Remedies. 9.2 Remedies Cumulative.
Borrower’s Right to Cure (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.
(b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made.
(c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).
