Common use of Rights and Remedies Upon Event of Default Clause in Contracts

Rights and Remedies Upon Event of Default. Upon the occurrence of an Event of Default hereunder: (a) During the Availability Period, the Bank may by written notice to the Borrower reduce the Available Commitment to zero and thereafter the Bank will have no further obligation to make Loans hereunder; provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States during the Availability Period, the obligation of the Bank to make Loans shall automatically terminate and the Available Commitment shall be reduced to zero without further act of the Bank. (b) During the Amortization Period only, the Bank may by written notice to the Borrower declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Related Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States during the Amortization Period, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Bank; (c) Of the type described in Section 7.1(h)(ii) or 7.1(h)(iii), the Bank may in its own name or in the name of Borrower or both seek a writ of mandamus against MTC to compel MTC to perform and carry out its obligations under the MTC Grant Funding Agreement; (d) Of the type described in Section 7.1(i)(ii) or 7.1(i)(iii), the Bank may in its own name or in the name of Borrower or both, unless MTC is then exercising remedies against XXXX, seek a writ of mandamus against MTC to compel MTC to cause BART to perform and carry out its obligations under the BART T&R Agreement; and (e) The Bank may exercise all rights and remedies available to it under the Related Documents or Applicable Law or equity.

Rights and Remedies Upon Event of Default. Upon the occurrence of an Event of Default hereunder: (a) During and following the Availability Period, the Bank may by written giving of five calendar days’ notice to the Borrower reduce Debtors (the Available “Remedies Notice Period”), the Agent, on behalf of the Lenders, may (and at the direction of the Requisite Lenders, shall) exercise all rights and remedies provided for in the Loan Documents and may declare (i) the termination, reduction or restriction of any further Commitment to zero and thereafter the Bank will have no further obligation to make Loans hereunder; providedextent any such Commitment remains, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States during the Availability Period, the obligation of the Bank to make Loans shall automatically terminate and the Available Commitment shall be reduced to zero without further act of the Bank. (bii) During the Amortization Period only, the Bank may by written notice to the Borrower declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Related Document Obligations to be immediately due and payable, without presentment, demand, protest protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower; providedDebtors, howeverand (iii) the termination of the Loan Documents as to any future liability or obligation of the Agents and the Lenders, thatbut without affecting any of the DIP liens or the Obligations. During the Remedies Notice Period, upon the occurrence Debtors may continue to use cash collateral in the ordinary course of an actual business, consistent with past practices and the most recently delivered Budget, but may not enter into, or deemed entry seek approval of, any transactions or arrangements (including, without limitation, the incurrence of an order for relief indebtedness or liens, investments, restricted payments, asset sales or transactions with respect non-Debtor affiliates) that are not in the ordinary course of business. Unless the Bankruptcy Court orders otherwise during the Remedies Notice Period, at the end of the Remedies Notice Period, the Debtors shall no longer have the right to use or seek to use cash collateral, the Borrower under automatic stay pursuant to section 362 of the Bankruptcy Code shall be automatically terminated without further notice to or order of the United States during Bankruptcy Court, and the Amortization Period, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid Agent shall automatically become due and payable without further act of the Bank; (c) Of the type described in Section 7.1(h)(ii) or 7.1(h)(iii), the Bank may in its own name or in the name of Borrower or both seek a writ of mandamus against MTC be permitted to compel MTC to perform and carry out its obligations under the MTC Grant Funding Agreement; (d) Of the type described in Section 7.1(i)(ii) or 7.1(i)(iii), the Bank may in its own name or in the name of Borrower or both, unless MTC is then exercising remedies against XXXX, seek a writ of mandamus against MTC to compel MTC to cause BART to perform and carry out its obligations under the BART T&R Agreement; and (e) The Bank may exercise all rights against the Collateral in accordance with the Loan Documents and the Interim Order or Final Order, as applicable, and shall be permitted to satisfy the Obligations, without further order or application or motion to the Bankruptcy Court and without restriction or restraint by any stay under section 362 or 105 of the Bankruptcy Code. Notwithstanding anything herein to the contrary, the automatic stay pursuant to section 362 of the Bankruptcy Code shall be automatically terminated for the purposes of giving any notice contemplated hereunder. During the Remedies Notice Period, any party in interest shall be entitled to seek an emergency hearing with the Bankruptcy Court solely for the purpose of contesting whether an Event of Default has occurred and/or is continuing, and the Debtors waive their right to, and shall not be entitled to seek relief, including without limitation, under section 105 of the Bankruptcy Code, to the extent that such relief would in any way impair or restrict the rights and remedies available of the Agent, on behalf of the Lenders, set forth in the Interim Order, Final Order, or the Loan Documents. The delay or failure to it exercise rights and remedies under the Related Interim Order, the Final Order or the Loan Documents by the Agent, on behalf of the Lenders, shall not constitute a waiver of such Agent’s rights thereunder or Applicable Law or equityotherwise, unless any such waiver is pursuant to a written instrument executed in accordance with the terms of the applicable Loan Documents.

Rights and Remedies Upon Event of Default. Upon Immediately upon the occurrence and during the continuation of an Event of Default hereunder: Default, notwithstanding the provisions of section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order of the Court, but subject to the terms of this Interim Order, (a) During the Availability Period, the Bank DIP Agent may by written notice to the Borrower reduce the Available Commitment to zero and thereafter the Bank will have no further obligation to make Loans hereunder; provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower declare (i) all outstanding DIP Obligations owing under the Bankruptcy Code of the United States during the Availability Period, the obligation of the Bank to make Loans shall automatically terminate and the Available Commitment shall be reduced to zero without further act of the Bank. (b) During the Amortization Period only, the Bank may by written notice to the Borrower declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Related Document DIP Documents to be immediately due and payable, (ii) the termination of any further commitment to extend credit to the Debtors to the extent any such commitment remains under the DIP Facility, (iii) the termination of the DIP Facility and the DIP Documents as to any future liability or obligation of the DIP Agent and the DIP Secured Parties, without presentmentaffecting any of the DIP Liens or the DIP Obligations, demandand (iv) that the application of the Carve-Out has occurred through the delivery of the Carve-Out Trigger Notice (as defined below) to the Debtors; and (b) subject to the provisions in paragraph 21, protest the Prepetition ABL Agent may declare the termination of the Debtors’ ability to use Cash Collateral (any such declaration, a “DIP Termination Declaration” and the date on which a DIP Termination Declaration is delivered, the “DIP Termination Date”). A DIP Termination Declaration shall be delivered by electronic mail (or other notice of any kindelectronic means) to lead counsel to the Debtors (Xxxxxx & Xxxxxxx LLP (“Xxxxxx”)), all of which are counsel to a Committee (if appointed), counsel to the DIP Agent, counsel to the Ad Hoc Noteholder Group, counsel to the Prepetition ABL Agent, and the U.S. Trustee. If a DIP Termination Declaration is delivered as provided above, the Debtors hereby expressly waived consent to a hearing being held before this Court on an expedited basis and a motion shall be filed with the Court by the Borrower; providedDIP Agent, howeverat the direction of the Required Lenders, that, upon the occurrence of an actual or deemed entry of an order for relief with respect on at least five (5) business days’ notice (subject to the Borrower Court’s availability) (the “Remedies Notice Period”), and the Court may fashion an appropriate remedy upon a determination that an Event of Default has occurred, including lifting the automatic stay to be lifted to enable the DIP Agent to exercise rights and remedies against the DIP Collateral in accordance with this Interim Order, the DIP Documents, the Prepetition ABL Documents, or applicable law. Subject to the outcome of such hearing, the DIP Agent may then exercise all such rights and remedies to the extent permitted by the Bankruptcy Court. The Debtors hereby waive their right to and shall not be entitled to seek relief, including under section 105 of the Bankruptcy Code of or otherwise, to the United States during extent that such relief would in any way impair or restrict the Amortization Period, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Bank; (c) Of the type described in Section 7.1(h)(ii) or 7.1(h)(iii), the Bank may in its own name or in the name of Borrower or both seek a writ of mandamus against MTC to compel MTC to perform and carry out its obligations under the MTC Grant Funding Agreement; (d) Of the type described in Section 7.1(i)(ii) or 7.1(i)(iii), the Bank may in its own name or in the name of Borrower or both, unless MTC is then exercising remedies against XXXX, seek a writ of mandamus against MTC to compel MTC to cause BART to perform and carry out its obligations under the BART T&R Agreement; and (e) The Bank may exercise all express rights and remedies available granted to it the DIP Agent and the DIP Secured Parties under the Related Documents or Applicable Law or equitythis paragraph 24.

Rights and Remedies Upon Event of Default. Upon the occurrence of an Event of Default hereunder: (a) During and following the Availability Period, the Bank may by written giving of five calendar days’ notice to the Borrower reduce Debtors (the Available “Remedies Notice Period”), the Agent, on behalf of the Lenders, may (and at the direction of the Requisite Lenders, shall) exercise all rights and remedies provided for in the Loan Documents and may declare (i) the termination, reduction or restriction of any further Commitment to zero and thereafter the Bank will have no further obligation to make Loans hereunder; providedextent any such Commitment remains, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States during the Availability Period, the obligation of the Bank to make Loans shall automatically terminate and the Available Commitment shall be reduced to zero without further act of the Bank. (bii) During the Amortization Period only, the Bank may by written notice to the Borrower declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Related Document Obligations to be immediately due and payable, without presentment, demand, protest protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower; providedDebtors, howeverand (iii) the termination of the Loan Documents as to any future liability or obligation of the Agent and the Lenders, thatbut without affecting any of the liens securing the DIP Facility or the Obligations. During the Remedies Notice Period, upon the occurrence Debtors may continue to use cash collateral in the ordinary course of an actual business, consistent with past practices and the most recently delivered Budget, but may not enter into, or deemed entry seek approval of, any transactions or arrangements (including, without limitation, the incurrence of an order for relief indebtedness or liens, investments, restricted payments, asset sales or transactions with respect non-Debtor affiliates) that are not in the ordinary course of business. Unless the Bankruptcy Court orders otherwise during the Remedies Notice Period, at the end of the Remedies Notice Period, the Debtors shall no longer have the right to use or seek to use cash collateral, the Borrower under automatic stay pursuant to section 362 of the Bankruptcy Code shall be automatically terminated without further notice to or order of the United States during Bankruptcy Court, and the Amortization Period, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid Agent shall automatically become due and payable without further act of the Bank; (c) Of the type described in Section 7.1(h)(ii) or 7.1(h)(iii), the Bank may in its own name or in the name of Borrower or both seek a writ of mandamus against MTC be permitted to compel MTC to perform and carry out its obligations under the MTC Grant Funding Agreement; (d) Of the type described in Section 7.1(i)(ii) or 7.1(i)(iii), the Bank may in its own name or in the name of Borrower or both, unless MTC is then exercising remedies against XXXX, seek a writ of mandamus against MTC to compel MTC to cause BART to perform and carry out its obligations under the BART T&R Agreement; and (e) The Bank may exercise all rights against the Collateral in accordance with the Loan Documents and the Final Order, as applicable, and shall be permitted to satisfy the Obligations, without further order or application or motion to the Bankruptcy Court and without restriction or restraint by any stay under section 362 or 105 of the Bankruptcy Code. Notwithstanding anything herein to the contrary, the automatic stay pursuant to section 362 of the Bankruptcy Code shall be automatically terminated for the purposes of giving any notice contemplated hereunder. During the Remedies Notice Period, any party in interest shall be entitled to seek an emergency hearing with the Bankruptcy Court solely for the purpose of contesting whether an Event of Default has occurred and/or is continuing, and the Debtors waive their right to, and shall not be entitled to seek relief, including without limitation, under section 105 of the Bankruptcy Code, to the extent that such relief would in any way impair or restrict the rights and remedies available of the Agent, on behalf of the Lenders, set forth in the Interim Fee Order, the Final Order, or the Loan Documents. The delay or failure to it exercise rights and remedies under the Related Interim Fee Order, the Final Order or the Loan Documents by the Agent, on behalf of the Lenders, shall not constitute a waiver of such Agent’s rights thereunder or Applicable Law or equityotherwise, unless any such waiver is pursuant to a written instrument executed in accordance with the terms of the applicable Loan Documents.

Rights and Remedies Upon Event of Default. Upon During the occurrence continuance of an Event of Default hereunder: (a) During as defined in the Availability PeriodLoan Agreement), the Bank Agent may, upon the direction of the Majority Holders in accordance with and subject to the limitations of Article VI of the Participation Agreement: (i) foreclose this Security Agreement, and thereafter exercise all of the Trustee's rights, interests and benefits under the Collateral in any manner permitted by Law and (ii) exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party after default under the Uniform Commercial Code of the State of New York (the "UCC"), including the right to take possession of and sell the Covered Property or any portion thereof, and to take such other measures as the Agent may deem necessary for the care, protection and preservation thereof. The Trustee will pay to the Agent, as provided in Section 9.13 of the Participation Agreement, any and all reasonable expenses, including reasonable legal expenses and attorneys' fees, incurred or paid by written the Agent in protecting its interest in the Collateral and in enforcing its rights ASSIGNMENT AND SECURITY AGREEMENT Proprietary & Confidential hereunder with respect thereto. Any notice of sale, disposition or other intended action by the Agent with respect to such of the Collateral as is governed by the UCC sent to the Trustee in accordance with the provisions hereof at least five (5) days prior to such action, will constitute reasonable notice to the Borrower reduce Trustee, and the Available Commitment method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to zero and thereafter be commercially reasonable within the Bank meaning of the UCC unless objected to by the Trustee within five (5) days after receipt by the Trustee of such notice. The proceeds of any disposition of the Collateral will have no further obligation to make Loans hereunder; provided, however, that, upon be applied by the occurrence of an actual or deemed entry of an order for relief with respect Agent to the Borrower under the Bankruptcy Code payment of the United States during Obligations in such priority and proportions as set forth in the Availability PeriodParticipation Agreement. Notwithstanding the foregoing, the obligation of Trustee will not be liable for any deficiency if the Bank proceeds realized from the Collateral are insufficient to make Loans shall automatically terminate and pay the Available Commitment shall be reduced to zero without further act of the BankObligations. (b) During the Amortization Period only, the Bank may by written notice to the Borrower declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Related Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States during the Amortization Period, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Bank; (c) Of the type described in Section 7.1(h)(ii) or 7.1(h)(iii), the Bank may in its own name or in the name of Borrower or both seek a writ of mandamus against MTC to compel MTC to perform and carry out its obligations under the MTC Grant Funding Agreement; (d) Of the type described in Section 7.1(i)(ii) or 7.1(i)(iii), the Bank may in its own name or in the name of Borrower or both, unless MTC is then exercising remedies against XXXX, seek a writ of mandamus against MTC to compel MTC to cause BART to perform and carry out its obligations under the BART T&R Agreement; and (e) The Bank may exercise all rights and remedies available to it under the Related Documents or Applicable Law or equity.