Powers and Rights Not Waived. Any failure by Administrative Agent or Lenders to insist upon the strict performance by Grantor of any of the terms and provisions hereof shall not be deemed to be a waiver of any of the terms and provisions hereof, and Administrative Agent and Lenders, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Grantor of any and all of the terms and provisions of this Deed of Trust to be performed by Grantor. Neither Grantor nor any other person now or hereafter obligated for the payment of the whole or any part of the sums now or hereafter secured by this Deed of Trust shall be relieved of such obligation by reason of the failure of Administrative Agent or Lenders to comply with any request of Grantor, or of any other person so obligated, to take action to foreclose this Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust or any obligations secured by this Deed of Trust, or by reason of the release, regardless of consideration, of the whole or any part of the security held for the indebtedness secured by this Deed of Trust, or by reason of any agreement or stipulation between any subsequent owner or owners of the Property and Administrative Agent extending the time of payment or modifying the terms of the Obligations or of this Deed of Trust without first having obtained the consent of Grantor or such other person, and in the latter event, Grantor and all such other persons shall continue to be liable to make such payments according to the terms of any such agreement of extension or modification unless expressly discharged in writing by Administrative Agent. Regardless of consideration, Administrative Agent may, or at the request of the Required Lenders shall, release the obligation of any party at any time liable for any of the Obligations without in any way impairing or affecting the lien hereof, and Administrative Agent and Lenders may resort for the payment of the Obligations to any other security therefor held by Administrative Agent and Lenders in such order and manner as it may elect.
Powers and Rights Not Waived. No delay or failure on the part of the Purchaser in the exercise of any power or right shall operate as a waiver thereof. No single or partial exercise of any power or right shall preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies of the Purchaser pursuant to the Note and this Agreement are cumulative to, and are not exclusive of, any rights or remedies the Purchaser would otherwise have.
Powers and Rights Not Waived. 27 Section 9.6. Notices . . . . . . . . . . . . . . . . . . . . . . 28 Section 9.7. Successors and Assigns. . . . . . . . . . . . . . . 28 Section 9.8. Survival of Covenants and Representations . . . . . 28 Section 9.9. Severability. . . . . . . . . . . . . . . . . . . . 28 Section 9.10. Governing Law . . . . . . . . . . . . . . . . . . . 28 Section 9.11. Captions. . . . . . . . . . . . . . . . . . . . . . 29 Signature . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Powers and Rights Not Waived. 41 Section 9.6. Notices......................................42 Section 9.7. Successors and Assigns.......................42 Section 9.8. Survival of Covenants and Representations....42 Section 9.9. Severability.................................42 Section 9.10. Governing Law................................42 Section 9.11. Submission to Jurisdiction...................42 Section 9.12. Captions.....................................42 Section 9.13. Limitation of Liability......................43 Signature...................................................................44 ATTACHMENTS TO NOTE AGREEMENT: Schedule I -- Name and Address of Purchaser Schedule II -- Existing Liens Schedule III -- Names of Appraisers Exhibit A -- Form of 7.33% Senior Note due December 31, 2006 Exhibit B -- Closing Certificate of the Company Exhibit C -- Description of Special Counsel's Closing Opinion Exhibit D -- Description of Closing Opinion of Counsel to the Company PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. Xxx Xxxxxx Xxxxxxx Xxxxxx Tower Suite 900 San Francisco, CA 94105-1301 NOTE AGREEMENT Re: $25,000,000 7.33% Senior Notes Due December 31, 2006 Dated as of December 15, 1996 Keyport Life Insurance Company c/o Xxxxx Xxx & Xxxxxxx Incorporated 0 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606 Ladies and Gentlemen: The undersigned, PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C., a Delaware limited liability company (the "Company"), agrees with you as follows:
Powers and Rights Not Waived. 24 Section 9.6. Notices............................................ 24 Section 9.7. Successors and Assigns............................. 25 Section 9.8. Survival of Representations........................ 25 Section 9.9. Severability....................................... 25 Section 9.10. Governing Law...................................... 25 Section 9.11. Captions........................................... 25 Signature.............................................................. 26 ATTACHMENTS TO NOTE AGREEMENT Schedule I -- Names and Addresses of Holders Exhibit A -- Form of 9.20% Senior Note Exhibit B -- Closing Certificate Exhibit C -- Description of Special Counsel's Closing Opinion Exhibit D -- Description of Closing Opinion of Counsel to the Company XXXX XXXXX COMPANY 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 ASSUMPTION AGREEMENT AND AMENDED AND RESTATED NOTE AGREEMENT Re: $25,000,000 9.20% Senior Notes Due January 10, 2000 Dated as of January 31, 1997 To the Holder named in Schedule I hereto which is a signatory to this Agreement Gentlemen: The undersigned, XXXX-XXXXX COMPANY, a Delaware corporation (the "Company"), agrees with you as follows:
Powers and Rights Not Waived. Remedies Cumulative Section 9.6 Notices Section 9.7 Successors and Assigns Section 9.8 Survival of Covenants and Representations Section 9.9 Severability Section 9.10 Governing Law; Venue Section 9.11 Captions Section 9.12 Attorneys Fees Section 9.13 The Agent Section 9.14 Entire Agreement Section 9.15 Continued Effect Section 9.16 Waivers Section 9.17 Further Assurances Section 9.18 Amendment Section 9.19 Counterparts Signature Page ATTACHMENTS TO NOTE PURCHASE AGREEMENT: Schedule I -- Names and Addresses of Purchasers and Amounts of Commitments Exhibit A -- Form of 13% Senior Secured Note due June 30, 2003 Exhibit B -- Common Stock Purchase Warrant Exhibit C -- Texas Network Registration Rights Agreement Exhibit D -- ACTV Registration Rights Agreement Exhibit G -- Opinion of Gersten, Savage, Kaplowitz & Fredericks, LLP ACTV ENTERTAINMENT, INC./ THE TEXAS INDIVIDUALIZED TELEVISION NETWORK, INC. ------------------------------------------------- NOTE PURCHASE AGREEMENT Re: US$5,000,000 13% Senior Secured Notes Due June 30, 2003 Dated as of January 13, 1998
Powers and Rights Not Waived. 32 9.5. Notices....................................................... 32 9.6. Successors and Assigns........................................ 32 9.7. Survival of Covenants and Representations..................... 33 9.8. Amendments.................................................... 33 9.9. Headings...................................................... 33 9.10. Maximum Interest Rate......................................... 33 9.11. The Company and Acquisition Corp.............................. 33 9.12. Governing Law................................................. 34 EXHIBIT A Form of 12% Subordinated Secured Note EXHIBIT B Form of Warrant EXHIBIT C Representations and Warranties of the Company EXHIBIT D Description of Closing Opinion of Counsel to the Company and to Acquisition Corp. CPS ACQUISITION CORP. 0000 Xxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 NOTE AGREEMENT $2,100,000 12% Senior Subordinated Secured Note Due December 31, 2000 and Warrant to Purchase Shares of Common Stock Dated as of December 29, 1994 Xxxxxxx Xxxxxx Mezzanine Fund, L.P. c/x Xxxxxxx Xxxxxx Capital Partners 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Gentlemen: Acquisition Corp. has been formed to acquire all outstanding Common Stock of the Company and, as part of the same transaction, to be merged into the Company (the "Merger). You (hereafter, "Purchaser") have indicated your intention to provide a portion of the financing for the stock acquisition: Both Acquisition Corp. and the Company, by their execution of this Agreement, agree to be jointly and severally obligated for the Company's obligations hereunder prior to the effective date of the Merger. Thereafter the Company, as the entity surviving the Merger, will be the sole obligor hereunder. Accordingly, the term "Company" herein will refer to both Acquisition Corp. and the Company prior to the effective date of the Merger and only to the Company after the Merger. The parties hereby agree.
Powers and Rights Not Waived. Remedies Cumulative 37 Section 9.6. Notices 37 Section 9.7. Successors and Assigns 37 Section 9.8. Survival of Covenants and Representations 37 Section 9.9. Severability 37 Section 9.10. Governing Law 37 Section 9.11. Captions 38 Signature Page 39 Attachments to Note Agreement: Schedule I _ Names and Addresses of Purchasers and Amounts of Commitments Schedule II _ Indebtedness; Liens Securing Indebtedness (including Capitalized Leases); Subsidiaries; and Significant Subsidiaries as of the Closing Date
Powers and Rights Not Waived. Remedies Cumulative.. 59 Section 10.6. Notices............................................ 59 Section 10.7. Successors and Assign.............................. 60
Powers and Rights Not Waived. Remedies ---------------------------------------------------- Cumulative. ----------- No delay or failure on the part of the holder of any Debenture in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other of further exercise thereof, or the exercise of any other power or right, and the rights and remedies of the holder of any Debenture are cumulative to and are not exclusive of any rights or remedies any such holder would otherwise have, and no waiver or consent, given or extended pursuant to Article IX hereof, shall extend to or affect any obligation or right not expressly waived or consented to.
