Common use of RIGHTS OF MEZZANINE LENDER Clause in Contracts

RIGHTS OF MEZZANINE LENDER. (a) If an Event of Default shall occur and be continuing, Mezzanine Lender shall have the right to receive any and all distributions of property and any and all amounts paid in respect of the Pledged Interests, in each case, from and after the occurrence of such Event of Default, and make application thereof to the Obligations, in such order as Mezzanine Lender, in its sole discretion, may elect. If an Event of Default shall occur and be continuing, then all such Pledged Interests at Mezzanine Lender's option shall be registered in the name of Mezzanine Lender or its nominee, and Mezzanine Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Company, or upon the exercise by Pledgor or Mezzanine Lender of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Mezzanine Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Mezzanine Lender hereunder shall not be conditioned or contingent upon the pursuit by Mezzanine Lender of any right or remedy against Company or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other Pledge Collateral security therefor, guarantee thereof or right of offset with respect thereto. Mezzanine Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledge Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledge Collateral upon the request of Company or any other Person or to take any other action whatsoever with regard to the Pledge Collateral or any part thereof. Pledgor waives any right it may have to require Mezzanine Lender to pursue any third party for any of the Obligations.

RIGHTS OF MEZZANINE LENDER. (a) If an Event of Default shall occur and be continuing, Mezzanine Lender shall have the right to receive any and all distributions of income, cash dividends, distributions, proceeds or other property and any and all amounts received or paid in respect of the Pledged Interests, in each case, from and after the occurrence of such Event of Default, Collateral and make application thereof to the Obligations, in such order as Mezzanine Lender, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Interests Equity, at Mezzanine Lender's option ’s option, shall be registered in the name of Mezzanine Lender or its nomineenominee (if not already so registered), and Mezzanine Lender or its nominee may thereafter exercise (xi) all voting and other member or shareholder rights pertaining with respect to such the Pledged Interests Equity and (yii) any and all rights of conversion, exchange, exchange and subscription and any other rights, privileges or options pertaining to such the Pledged Interests Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of CompanyGarage Mortgage Borrower, or upon the exercise by Pledgor or Mezzanine Lender of any right, privilege or option pertaining to such the Pledged InterestsEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it Mezzanine Lender may determine), all without liability except to account for property actually received by it, but Mezzanine Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Mezzanine Lender hereunder under this Agreement shall not be conditioned or contingent upon the pursuit by Mezzanine Lender of any right or remedy against Company Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other Pledge Collateral security therefor, guarantee thereof or right of offset with respect thereto. Mezzanine Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledge Collateral or for any delay in doing so, nor shall it Mezzanine Lender be under any obligation to sell or otherwise dispose of any Pledge Collateral upon the request of Company Pledgor or any other Person or to take any other action whatsoever with regard to the Pledge Collateral or any part thereof. . (c) Upon satisfaction in full of the Obligations and payment of all amounts owed on the Note, Mezzanine Lender’s rights under this Agreement shall terminate and Mezzanine Lender shall execute and deliver to Pledgor waives UCC-3 termination statements or similar documents and agreements reasonably requested by Pledgor to terminate all of Mezzanine Lender’s rights under this Agreement. (d) Pledgor authorizes Mezzanine Lender, at any right it may have time and from time to require time, to execute, in connection with any sale provided for in Section 8 or Section 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Mezzanine Lender hereunder are solely to protect Mezzanine Lender’s interest in the Collateral and shall not impose any duty upon Mezzanine Lender to pursue exercise any third party such powers. Mezzanine Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Mezzanine Lender nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Mezzanine Lender, as provided for by the Obligationsterms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses (including, without limitation, reasonable attorneys’ fees) of Mezzanine Lender incurred in connection with such performance or compliance, together with interest at the Default Rate, shall be payable by Pledgor to Mezzanine Lender on demand and shall constitute obligations secured hereby.

RIGHTS OF MEZZANINE LENDER. (a) If an Event of Default shall occur and be continuing, Mezzanine Lender shall have the right to receive any and all distributions of property and any and all amounts paid in respect of the Pledged Interests, in each case, from and after the occurrence of such Event of Default, and make application thereof to the Obligations, in such order as Mezzanine Lender, in its sole discretion, may elect. If an Event of Default shall occur and be continuing, then all such Pledged Interests at Mezzanine Lender's option shall be registered in the name of Mezzanine Lender or its nominee, and Mezzanine Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of CompanyProperty Owner, or upon the exercise by Pledgor or Mezzanine Lender of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Mezzanine Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Mezzanine Lender hereunder shall not be conditioned or contingent upon the pursuit by Mezzanine Lender of any right or remedy against Company Property Owner or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other Pledge Collateral security therefor, guarantee thereof or right of offset with respect thereto. Mezzanine Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledge Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledge Collateral upon the request of Company Property Owner or any other Person or to take any other action whatsoever with regard to the Pledge Collateral or any part thereof. Pledgor waives any right it may have to require Mezzanine Lender to pursue any third party for any of the Obligations.

RIGHTS OF MEZZANINE LENDER. (a) If an Event of Default shall occur and be continuing, Mezzanine Lender shall have the right to receive any and all distributions of income, cash dividends, distributions, proceeds or other property and any and all amounts received or paid in respect of the Pledged Interests, in each case, from and after the occurrence of such Event of Default, Collateral and make application thereof to the Obligations, in such order as Mezzanine Lender, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Interests Equity, at Mezzanine Lender's option ’s option, shall be registered in the name of Mezzanine Lender or its nomineenominee (if not already so registered), and Mezzanine Lender or its nominee may thereafter exercise (xi) all voting and other member or shareholder rights pertaining with respect to such the Pledged Interests Equity and (yii) any and all rights of conversion, exchange, exchange and subscription and any other rights, privileges or options pertaining to such the Pledged Interests Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of CompanyTower Mortgage Borrower, or upon the exercise by Pledgor or Mezzanine Lender of any right, privilege or option pertaining to such the Pledged InterestsEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it Mezzanine Lender may determine), all without liability except to account for property actually received by it, but Mezzanine Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Mezzanine Lender hereunder under this Agreement shall not be conditioned or contingent upon the pursuit by Mezzanine Lender of any right or remedy against Company Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other Pledge Collateral security therefor, guarantee thereof or right of offset with respect thereto. Mezzanine Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledge Collateral or for any delay in doing so, nor shall it Mezzanine Lender be under any obligation to sell or otherwise dispose of any Pledge Collateral upon the request of Company Pledgor or any other Person or to take any other action whatsoever with regard to the Pledge Collateral or any part thereof. (c) Upon satisfaction in full of the Obligations and payment of all amounts owed on the Note, Mezzanine Lender’s rights under this Agreement shall terminate and Mezzanine Lender shall execute and deliver to Pledgor waives UCC-3 termination statements or similar documents and agreements reasonably requested by Pledgor to terminate all of Mezzanine Lender’s rights under this Agreement. (d) Pledgor authorizes Mezzanine Lender, at any right it may have time and from time to require time, to execute, in connection with any sale provided for in Section 8 or Section 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Mezzanine Lender hereunder are solely to protect Mezzanine Lender’s interest in the Collateral and shall not impose any duty upon Mezzanine Lender to pursue exercise any third party such powers. Mezzanine Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Mezzanine Lender nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Mezzanine Lender, as provided for by the Obligationsterms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses (including, without limitation, reasonable attorneys’ fees) of Mezzanine Lender incurred in connection with such performance or compliance, together with interest at the Default Rate, shall be payable by Pledgor to Mezzanine Lender on demand and shall constitute obligations secured hereby.

RIGHTS OF MEZZANINE LENDER. (a) If an Event of Default shall occur and be continuingbecontinuing, Mezzanine Lender shall have the right to receive any and all distributions of property and any and all amounts paid in respect of the Pledged Interests, in each case, from and after the occurrence of such Event of Default, and make application thereof to the Obligations, in such order as Mezzanine Lender, in its sole discretion, may elect. If an Event of Default shall occur and be continuing, then all such Pledged Interests at Mezzanine Lender's option shall be registered in the name of Mezzanine Lender or its nominee, and Mezzanine Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of CompanyProperty Owner, or upon the exercise by Pledgor or Mezzanine Lender of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Mezzanine Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Mezzanine Lender hereunder shall not be conditioned or contingent upon the pursuit by Mezzanine Lender of any right or remedy against Company Property Owner or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other Pledge Collateral security therefor, guarantee thereof or right of offset with respect thereto. Mezzanine Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledge Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledge Collateral upon the request of Company Property Owner or any other Person or to take any other action whatsoever with regard to the Pledge Collateral or any part thereof. Pledgor waives any right it may have to require Mezzanine Lender to pursue any third party for any of the Obligations.