Common use of Remedies on Event of Default Clause in Contracts

Remedies on Event of Default. If any Event of Default will occur, Payee shall, in addition to any and all other available rights and remedies, have the right, at Payee's option, to declare the entire unpaid outstanding principal balance of this Note, together with all interest accrued thereon at the rate of 18% per annum to the date of said Event of Default, and all other sums due by Maker hereunder, to be immediately due and payable, and either: (a) convert the Convertible Amount into that number of Shares equal to the Convertible Amount divided by the Default Conversion Price (as defined in Section 13 below); or (b) pursue any and all available remedies for the collection of such principal and interest to enforce its rights as described herein; and in such case Payee may also recover all costs of suit and other expenses in connection therewith, including reasonable attorneys' fees for collection and the right to equitable relief to enforce Payee's rights as set forth herein. The remedies provided in this Note may be exercised by Payee without notice to Maker (to the extent permitted by law and except as notice is herein expressly required) and will be in addition to and not in substitution for the rights and remedies which would otherwise be vested in Payee for the recovery of damages or otherwise in the event of a breach of any of the undertakings of Maker hereunder. No failure by Payee to exercise and no delay in exercising any right, power or privilege under this Note will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other, further or additional exercise thereof.

Remedies on Event of Default. If any Event Subject to Article 9 below: (a) Upon the occurrence of Default will occur, Payee shall, in addition to any and all other available rights and remedies, have the right, at Payee's option, to declare the entire unpaid outstanding principal balance of this Note, together with all interest accrued thereon at the rate of 18% per annum to the date of said an Event of Default, Fund Lender shall by notice to Fund Borrower, declare the aggregate outstanding principal amount of the Note, all interest thereon, and all other sums amounts payable under this Fund Loan Agreement and the other Fund Loan Documents to be forthwith due and payable, whereupon the aggregate principal amount of the Note, all such interest, and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Maker hereunderFund Borrower; provided that, to if there shall be an Event of Default under Section 7.01(g) hereof, the aggregate outstanding principal amount of the Note, all interest thereon, and all other amounts payable under this Fund Loan Agreement and the other Fund Loan Documents shall be immediately due and payable, without notice, declaration, presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Fund Borrower. (b) If any of the Fund Obligations have been, or are deemed to be, accelerated pursuant to Section 7.02(a), Fund Lender shall at its option enforce the rights and either: remedies granted to it under the Fund Loan Documents, including, without limitation, the Fund Pledge Agreement, in accordance with their respective terms and any other rights or remedies accorded to Fund Lender at equity or law, by virtue of statute or otherwise. (ac) convert In the Convertible Amount into that number event of Shares equal any breach by Fund Borrower hereunder or any other Fund Loan Document, the liability of Fund Borrower under this Fund Loan Agreement or any other Fund Loan Document shall be recourse to the Convertible Amount divided by the Default Conversion Price Fund Borrower but shall exclude any Capital Contributions (as defined in Section 13 below)the Fund Agreement) made by the members of Fund Borrower, and any judgment rendered against Fund Borrower under this Fund Loan Agreement shall exclude such Capital Contributions; provided further that such Capital Contributions shall not be deemed to include the Interests (as defined in the Fund Pledge Agreement) or the proceeds thereof. Notwithstanding the foregoing or any other provision of this Agreement or any other Fund Loan Document, and without regard to the solvency or insolvency of Fund Borrower or the existence of any default or Event of Default with respect to the Fund Loan, (i) Fund Lender shall not be entitled to collect, receive, or make any claim against or with respect to any indemnity payments or distributions thereof made to Fund Borrower or Investor Member (A) on account of any indemnification or reimbursements provisions contained in the CDE Agreement or (bB) pursue pursuant to the QALICB Recapture Indemnity (collectively, "Indemnity Payments") to satisfy any indebtedness or other sums due, or that may become due, under or in connection with the Fund Loan or the Fund Loan Documents, and (ii) any and all available remedies such Indemnity Payments, whenever made, shall, to the extent received by Fund Borrower, be permitted to be distributed by Fund Borrower to the Investor Member as compensation for the collection loss or recapture of New Markets Tax Credits (as defined in the CDE Agreement) or other benefits for which such principal Indemnity Payments shall have been made. Fund Lender expressly acknowledges and interest agrees that it has not bargained for, and does not intend to enforce its rights as described herein; and in such case Payee may also recover all costs of suit and other expenses in connection therewithhave, including reasonable attorneys' fees for collection and the right to equitable relief collect or receive any Indemnity Payments, and Fund Lender hereby expressly waives and releases any and all rights to enforce Payee's rights as prohibit, set aside, revoke, or seek the return of any such Indemnity Payments made to Investor Member or Fund Borrower and distributed to the Investor Member, whether pursuant to the Fund Loan Documents or any bankruptcy, fraudulent transfer, insolvency, or other federal or state laws providing any such rights. Further, notwithstanding anything to the contrary in this Agreement or any other Fund Loan Document, neither USBCDC, the Investor Member nor the Manager, nor their members, managers, partners, officers, directors, employees, or any successors, transferees or assigns thereof, shall have any personal liability hereunder, or under the Fund Loan Documents, and no deficiency or other personal judgment shall be sought or rendered against USBCDC, the Investor Member or the Manager or their members, managers, partners, officers, directors, employees, or any successors, transferees or assigns thereof, in any action or proceeding arising out of this Fund Loan Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding. (d) The limit on USBCDC’s, the Investor Member’s and the Manager’s liability set forth herein. The remedies provided in this Note may Section shall not, however, be exercised construed, and is not intended in any way, to constitute a release, in whole or in part, of Fund Borrower’s indebtedness evidenced by Payee without notice to Maker this Fund Loan Agreement, or a release, in whole or in part, or an impairment of the lien and security interest of the Pledged Collateral (to the extent permitted by law and except as notice is herein expressly required) and will be in addition to and not in substitution for the rights and remedies which would otherwise be vested in Payee for the recovery of damages or otherwise defined in the event Fund Pledge Agreement), or to preclude Fund Lender from foreclosing the Pledged Collateral in case of a breach an Event of any of Default under the undertakings of Maker hereunder. No failure by Payee to exercise and no delay in exercising any right, power or privilege under this Note will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other, further or additional exercise thereofFund Pledge Agreement after the Forbearance Termination Date.

Remedies on Event of Default. If any (a) Except as set forth in §5.09(c), upon the occurrence of an Event of Default will occuras described in §5.01 above, Payee the Trustee shall, upon the instruction of the Majority Noteholder, exercise any one or more of the following remedies: (i) exercise its rights under this Trust Agreement with respect to the Transaction Documents, including its rights under the Uniform Commercial Code in addition effect in the applicable jurisdiction, in which case any proceeds of a sale or foreclosure with respect to such Transaction Documents shall be deposited with the Trustee; (ii) pursue any claim and all exercise any other available rights and remedies, have the right, at Payee's optionremedy or privilege which may be available to it under applicable law against the relevant Borrower; (iii) exercise any right, remedy or privilege which may be available to it under applicable law; (iv) utilize any monies held by the Trustee under the terms of this Trust Agreement (i) in connection with the exercise of such rights, powers and privileges, or (ii) to pay Principal of and Interest on the Note; or (v) declare the entire unpaid outstanding principal balance of this Note, together with all interest accrued thereon at the rate of 18% per annum to the date of said Event of Default, and all other sums due by Maker hereunder, Note to be immediately due and payable, . All of the Trustee’s remedies hereunder shall be cumulative and either: (a) convert the Convertible Amount into that number exercise of Shares equal any remedy shall not preclude the exercise of any other remedy available to the Convertible Amount divided by the Default Conversion Price (as defined in Section 13 below); or Trustee. (b) pursue Upon the occurrence and during the continuance of any Event of Default, the Trustee shall apply all monies (on each Payment Date, unless the Note has been accelerated hereunder) in all Accounts to the payment on the Principal of and all Interest on the Note until the Note has been paid in full. (c) If the Note has been accelerated and there are not sufficient monies available remedies for in the collection of such principal Accounts and interest Subaccounts to enforce its rights as described herein; and pay in such case Payee may also recover all costs of suit and other expenses in connection therewith, including reasonable attorneys' fees for collection full the Interest accrued to the acceleration date and the right to equitable relief to enforce Payee's rights as set forth herein. The remedies provided in this Note may be exercised by Payee without notice to Maker (Principal amount of the Notes then outstanding, the Trustee shall apply available monies first to the extent permitted by law payment of Interest accrued to such acceleration date with respect to the Notes pro rata, if necessary, according to the total Interest so accrued, and except as notice is herein expressly required) and will be in addition second to and not in substitution for the rights and remedies which would otherwise be vested in Payee for payment of Principal with respect to the recovery of damages or otherwise in Notes, pro rata if necessary according to the event of a breach of any of the undertakings of Maker hereunder. No failure by Payee to exercise and no delay in exercising any right, power or privilege under this Note will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other, further or additional exercise thereoftotal Principal amount hereof then outstanding.

Remedies on Event of Default. If any (a) Upon the occurrence of an Event of Default will occur, Payee shall, under this Agreement and in addition to the remedies set forth below or upon Borrower's failure to pay any and all other available rights and remediesNote(s) on demand, have the rightLender, at Payee's its option, to may declare any or all of the entire unpaid outstanding principal balance of this NoteObligations, together with including without limitation, all interest accrued thereon at the rate of 18% per annum to the date of said Event of Default, and all other sums due by Maker hereunderDemand Notes, to be immediately due and payable, without further demand or notice to Borrower or any Guarantor. The accelerated Obligations shall bear interest from the occurrence of the Event of Default (both before and either: (aafter any judgment) convert the Convertible Amount into that number of Shares until paid in full at a per annum rate equal to the Convertible Amount divided lower of eighteen percent (18%) or the maximum rate not prohibited by applicable law (the "Per Diem Interest Rate"). The application of such Per Diem Interest Rate shall not be interpreted or deemed to extend any cure period set forth herein, cure any Event of Default Conversion Price (as defined or otherwise limit Lender's rights or remedies hereunder. Notwithstanding anything to the contrary contained herein, in Section 13 below); no event shall this Agreement require the payment or permit the collection of amounts in excess of the maximum permitted by applicable law. (b) pursue any and Upon such declaration of Event of Default, Lender shall have all available remedies for the collection of such principal and interest to enforce its rights as described herein; and in such case Payee may also recover all costs of suit and other expenses in connection therewith, including reasonable attorneys' fees for collection and the right to equitable relief to enforce Payee's rights as set forth herein. The remedies provided in this Note may be exercised by Payee without notice to Maker (to the extent permitted by law and except as notice is herein expressly required) and will be in addition to and not in substitution for the rights and remedies of a secured party under the Uniform Commercial Code in any applicable jurisdiction, or under any other applicable law, including without limitation the right to (i) refuse to extend any further credit to Borrower, (ii) terminate this Agreement and all other Debt Documents immediately without notice, (iii) notify any account debtor of Borrower or any obligor on any instrument which would otherwise constitutes part of the Collateral to make payment to Lender, (iv) with or without legal process, to enter any premises where the Collateral may be vested and take possession and/or remove said Collateral from said premises, (v) sell the Collateral at public or private sale, in Payee for whole or in part, and have the recovery of damages right to bid and purchase at said sale, (vi) lease or otherwise dispose of all or part of the Collateral, applying proceeds therefrom to the obligations then in default, (vii) hold, appropriate, apply or set-off any and all moneys, credits and indebtedness due from Lender or any of Lender’s affiliates (including any direct or indirect parent, subsidiary or sister entity) to Borrower; (viii) exercise any rights it may have against any security deposit or other collateral pledged to it by Borrower, any Guarantor or any of their affiliates or parent entities and/or (ix) exercise any rights or remedies it may have under applicable law and any rights to obtain from any court speedy relief pending final determination available at law (including possession, control, custody, or immobilization of the Equipment or requiring Borrower to preserve the Equipment or its fair market value. Upon exercise of Lender’s dispossessory remedies hereunder or under applicable law, Borrower hereby agrees that ownership of the Collateral shall vest in Lender. (c) Lender shall have the right to apply any amounts collected from Borrower or Guarantor pursuant to this Section 10 or under the Guaranty in the event following order of a breach priorities: (i) to pay all of Lender's costs, charges and expenses incurred in enforcing its rights under this Agreement or in taking, removing, holding, repairing, refurbishing, selling, leasing or otherwise disposing of the Equipment; then, (ii) to pay any and all late fees, per diem fees, other such charges due hereunder, any and all interest due hereunder and all amounts owing pursuant to any indemnity claims; then (iii) to pay all principal due hereunder; then (iv) to pay all other amounts due and owing to Lender under any of the undertakings Documents. Lender shall have the right to any proceeds of Maker hereunder. No failure by Payee sale, lease or other disposition of the Equipment, if any, and shall have the right to exercise apply same in the following order of priorities: (i) to pay all of Lender's costs, charges and no delay expenses incurred in exercising any right, power or privilege enforcing its rights under this Note will operate as a waiver thereofAgreement or in taking, nor will removing, holding, repairing, refurbishing, selling, leasing or otherwise disposing of the Equipment; then, (ii) to pay any single and all late fees, per diem fees, other such charges due hereunder, any and all interest due hereunder and any amounts owing pursuant to any indemnity claims; then (iii) to pay all principal due hereunder; then (iv) to pay all other amounts due and owing to Lender under any of the Documents; then (v) any surplus shall be refunded to Borrower. Borrower shall pay any deficiency in clauses (i), (ii), (iii) and (iv) of the immediately preceding two sentences immediately upon demand. (d) Any notice which Lender is required to give to Borrower under the Uniform Commercial Code or partial exercise any other applicable law of the time and place of any rightpublic sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is mailed by registered or certified mail to the last known address of Borrower at least ten (10) days prior to such action. (e) The foregoing remedies shall not be exclusive or alternative but shall be cumulative and in addition to all other remedies in favor of Lender existing at law, power in equity or privilege hereunder preclude under any otherapplicable statute or international treaty, further convention or additional exercise thereofprotocol.