Common use of Remedies of Agent Clause in Contracts

Remedies of Agent. If an Event of Default under the Instrument or the Credit Agreement shall have occurred and be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes Agent or Agent’s agents to collect the Rents and hereby directs such tenants, lessees and licensees of the Property to pay the Rents to Agent or Agent’s agents. Assignor agrees that each and every tenant, lessee and licensee of the Property may pay, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3.

Remedies of Agent. If (a) Upon the occurrence and during the continuance of an Event of Default under (other than a Specified Default (as defined in the Instrument Third Amendment) during the Forbearance Period (as defined in the Third Amendment)), the Agent may exercise any or all of the following rights and remedies: (i) those rights and remedies provided in this Agreement, the Credit Agreement or any other Loan Document; provided that this Section 11(a)(i) shall not be understood to limit any rights available to the Agent or the Lenders prior to an Event of Default; (ii) those rights and remedies available to a secured party under the UCC, the Cape Town Convention or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ Lien) or in equity when a debtor is in default under a security agreement; (iii) procure the deregistration of the registration of the aircraft and export of the aircraft to a jurisdiction of Agent’s choice pursuant to the IDERA and as authorized by the Cape Town Convention; and (iv) without notice (except as specifically provided in Section 11.2 of the Security Agreement or elsewhere herein), demand or advertisement of any kind to Debtor or any other Person, enter the premises of Debtor where any Senior Tranche Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Senior Tranche Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at Debtor premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Agent may deem commercially reasonable. (b) Debtor acknowledges and agrees that the compliance by the Agent, on behalf of the Senior Tranche Secured Parties, with any applicable state or federal law requirements in connection with a disposition of the Senior Tranche Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Senior Tranche Collateral. (c) The Agent shall have occurred and be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, right upon any public sale or sales and, Assignor to the extent permitted by law, upon any private sale or sales, to purchase for the benefit of the Agent and the Senior Tranche Secured Parties, the whole or any part of the Senior Tranche Collateral so sold, free of any right of equity redemption in favor of Debtor, which equity redemption Debtor hereby authorizes expressly releases. (d) Until the Agent is able to effect a sale, lease, transfer or other disposition of Senior Tranche Collateral, the Agent shall have the right to hold or use Senior Tranche Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Senior Tranche Collateral or the value of the Senior Tranche Collateral, or for any other purpose deemed appropriate by the Agent. The Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Senior Tranche Collateral and to enforce any of the Agent’s agents to collect remedies (for the Rents and hereby directs such tenants, lessees and licensees benefit of the Property Agent and Senior Tranche Secured Parties), with respect to pay such appointment without prior notice or hearing as to such appointment. (e) Notwithstanding the Rents foregoing, neither the Agent nor the Senior Tranche Secured Parties shall be required to Agent (i) make any demand upon, or Agent’s agents. Assignor agrees that each and every tenantpursue or exhaust any of their rights or remedies against, lessee and licensee Debtor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Property may paySenior Tranche Obligations or to pursue or exhaust any of their rights or remedies with respect to any Senior Tranche Collateral therefor or any direct or indirect guarantee thereof, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee (ii) marshal the Senior Tranche Collateral or any guarantee of the Property Senior Tranche Obligations or to payresort to the Senior Tranche Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Senior Tranche Collateral. (f) Upon the Rents to written request of the Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault (other than a Specified Default (as defined in the Third Amendment) during the Forbearance Period (as defined in the Third Amendment)), Debtor will: (i) upon reasonable advance notice, assemble and make available to the Agent the Senior Tranche Collateral and all books and records relating thereto at any place or places reasonably specified by the Agent, whether at Debtor’s premises or elsewhere; and (ii) permit the Agent, by the Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Senior Tranche Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Senior Tranche Collateral or the books and records relating thereto, or both, to remove all or any part of the Senior Tranche Collateral or the books and records relating thereto, or both, and to conduct sales of the Senior Tranche Collateral, without any obligation on to pay Debtor for such use and occupancy. (g) Agent shall apply the part proceeds of said tenantany collection, lessee sale, foreclosure or licensee other realization upon any Senior Tranche Collateral pursuant to inquire this Section 11 in accordance with Section 2.16(a) of the Credit Agreement. Except as otherwise provided herein, the Agent shall have absolute discretion as to the existence time of an Event application of Default and notwithstanding any notice such proceeds, moneys or claim balances in accordance with this Agreement. Upon any sale of Assignor Senior Tranche Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the contrary, purchaser or purchasers of the Senior Tranche Collateral so sold and Assignor agrees that Assignor shall have no right such purchaser or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent purchasers shall not be obligated to discharge or perform see to the duties application of a landlord or lessor to any tenant or other occupant or incur any liability as a result part of the exercise by purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof. (h) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, prior to exercising any of its rights under remedies set forth in this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent Section 11 with respect to the Property taken under this Paragraph 3Senior Tranche Collateral, Agent shall have exercised its remedies against the Specified Collection Account (as defined in the Security Agreement) and applied the full amount of proceeds therefrom to satisfy the Senior Tranche Secured Obligations in accordance with Section 2.16(a) of the Credit Agreement.

Remedies of Agent. If an Event of Default under the Instrument or the Credit Agreement shall have occurred and be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes Agent or Agent’s agents to collect the Rents and hereby directs such tenants, lessees and licensees of the Property to pay the Rents to Agent or Agent’s agents. Assignor agrees that each and every tenant, lessee and licensee of the Property may pay, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and only during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord landlord, lessor or lessor licensor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct of Agent as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3.

Remedies of Agent. If an Event of Default under the Instrument or the Credit Agreement shall have occurred and be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes Agent or Agent’s agents to collect the Rents and hereby directs such tenants, lessees and licensees of the Property to pay the Rents to Agent or Agent’s agents. Assignor agrees that each and every tenant, lessee and licensee of the Property may pay, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3.

Remedies of Agent. If an Event of Default under the Instrument or the Credit Agreement shall have occurred and be continuing, Assignor, upon demand of Agent, shall forthwith surrender to Agent the actual possession of the Property and if, and to the extent, permitted by law, Agent itself, or by such officers or agents as it may appoint, may enter and take possession of all the Property without the appointment of a receiver, or an application therefor, and may exclude Assignor and its agents and employees wholly therefrom, and may have joint access with Assignor to the books, papers and accounts of Assignor pertaining to the Property. If Assignor shall for any reason fail to surrender or deliver the Property or any part thereof after such demand by Agent, Agent may obtain a judgment or decree conferring upon Agent the right to immediate possession or requiring Assignor to deliver immediate possession of the Property to Agent, to the entry of which judgment or decree Assignor hereby specifically consents. Upon every such entering upon or taking of possession, Agent may hold, store, use, operate, manage and control the Property and conduct the business thereof, and, from time to time (a) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property; (b) insure or keep the Property insured; (c) manage and operate the Property and exercise all the rights and powers of Assignor to the same extent as Assignor could in its own name or otherwise with respect to the same; and (d) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted Agent, all as Agent from time to time may determine to be in its best interest, including, without limitation, the modification, enforcement, cancellation or acceptance of surrender of any Leases now in effect or hereafter in effect on the Property or any part thereof; the removal and eviction of any sublessee, and; any increases or decreases in Rents. Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes after deducting (i) all expenses of taking, holding, managing and operating the Property (including compensation for the services of all persons employed for such purposes); (ii) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (iii) the cost of such insurance; (iv) such taxes, assessments and other similar charges as Agent may at its option pay; (v) other proper charges upon the Property or Agent’s agents to collect any part thereof; and (vi) the Rents reasonable compensation, expenses and hereby directs such tenants, lessees and licensees disbursements of the Property to pay attorneys and agents of Agent, Agent shall apply the Rents to Agent or Agent’s agents. Assignor agrees that each and every tenant, lessee and licensee remainder of the Property may pay, monies and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee proceeds so received by Agent in the manner provided for in Section 12.5 of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demandCredit Agreement. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. Whenever all that is due upon such interest, deposits and principal installments and under any of the terms, covenants, conditions and agreements under the Instrument and the Credit Agreement, shall have been paid and all Events of Default made good, Agent shall surrender possession of the Property to Assignor, its successors or assigns. The same right of taking possession, however, shall exist if any subsequent Event of Default shall occur and be continuing. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the AgentAgent in administering, managing, operating or controlling the Property, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periodsand bad faith, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3.

Remedies of Agent. Assignor acknowledges and agrees that the assignment of rents hereunder to Agent is intended to be an absolute present assignment of rents pursuant to MCLA 554.231 et seq. and MCLA 565.81 et seq. and that as such, upon the occurrence of a default and without any action by Agent, Assignor shall have no further right to collect or otherwise receive such rents and that such rents will be the absolute and sole property of Agent pursuant to said statute. If an Event of Default under the Instrument or the Credit Agreement shall have occurred and be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes Agent or Agent’s agents to collect the Rents and hereby directs such tenants, lessees and licensees of the Property to pay the Rents to Agent or Agent’s agentsagents to the extent permitted by law. Assignor agrees that each and every tenant, lessee and licensee of the Property may pay, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee of the Property to pay, to the extent permitted by law, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3. In addition to any other rights and remedies accorded to Mortgagee pursuant to this Paragraph 3, the Mortgagee shall have the rights and remedies under Act No. 210 of the Public Acts of Michigan of 1953 (MCL 554.231, 554.232 and 554.233), as amended and Act No. 228 of the Public Acts of Michigan of 1925 (MCL 554.211, 554.212 and 554.213).

Remedies of Agent. If an Event of Default under the Instrument or the ----------------- Credit Agreement shall have occurred and be continuing, Assignor, upon demand of Agent, shall forthwith surrender to Agent the actual possession of the Property and if, and to the extent, permitted by law, Agent itself, or by such officers or agents as it may appoint, may enter and take possession of all the Property without the appointment of a receiver, or an application therefor, and may exclude Assignor and its agents and employees wholly therefrom, and may have joint access with Assignor to the books, papers and accounts of Assignor pertaining to the Property. If Assignor shall for any reason fail to surrender or deliver the Property or any part thereof after such demand by Agent, Agent may obtain a judgment or decree conferring upon Agent the right to immediate possession or requiring Assignor to deliver immediate possession of the Property to Agent, to the entry of which judgment or decree Assignor hereby specifically consents. Upon every such entering upon or taking of possession, Agent may hold, store, use, operate, manage and control the Property and conduct the business thereof, and, from time to time (a) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property; (b) insure or keep the Property insured; (c) manage and operate the Property and exercise all the rights and powers of Assignor to the same extent as Assignor could in its own name or otherwise with respect to the same; and (d) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted Agent, all as Agent from time to time may determine to be in its best interest, including, without limitation, the modification, enforcement, cancellation or acceptance of surrender of any Leases now in effect or hereafter in effect on the Property or any part thereof; the removal and eviction of any sublessee, and; any increases or decreases in Rents. Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes after deducting (i) all expenses of taking, holding, managing and operating the Property (including compensation for the services of all persons employed for such purposes); (ii) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (iii) the cost of such insurance; (iv) such taxes, assessments and other similar charges as Agent may at its option pay; (v) other proper charges upon the Property or any part thereof; and (vi) the reasonable compensation, expenses and disbursements of the attorneys and agents of Agent’s agents to collect , Agent shall apply the Rents remainder of the monies and hereby directs proceeds so received by Agent in the manner provided for in Section 12.5 of the Credit Agreement. Whenever all that is due upon such tenantsinterest, lessees deposits and licensees principal installments and under any of the terms, covenants, conditions and agreements under the Instrument and the Credit Agreement, shall have been paid and all Events of Default made good, Agent shall surrender possession of the Property to pay the Rents to Agent Assignor, its successors or Agent’s agentsassigns. Assignor agrees that each and every tenantThe same right of taking possession, lessee and licensee of the Property may payhowever, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at shall exist if any time after the occurrence and during the continuance of an Event of Default) without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an subsequent Event of Default shall occur and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and revenues actually received by Agentcontinuing. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not be liable for any loss sustained by Assignor resulting from any act or omission of the AgentAgent in administering, managing, operating or controlling the Property, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periodsand bad faith, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3.