Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable cost...
Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event of Default has occurred, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders.
(b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders.
(c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders.
(i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h).
(ii) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver.
(iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or pl...
Lender’s Remedies. In addition to any remedies available to Lender under the Note and other Loan Documents, the Lender shall have the following remedies:
Lender’s Remedies. Upon the occurrence of any Event of Default, Lender shall have the right, if such Event of Default shall then be continuing, in addition to all the remedies conferred upon Lender by law or equity or the terms of any Transaction Document, to do any or all of the following, concurrently or successively, without notice to Borrower; provided, however, upon the occurrence of an Event of Default identified in any of Section 8.1.1.15 through Section 8.1.1.17 inclusive, the unpaid principal amount under the Loans, all interest and all other amounts outstanding under this Agreement or any other Transaction Document shall automatically become due and payable without further act of Lender:
8.1.2.1. Declare the Notes to be, and they shall thereupon become, immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding; or
8.1.2.2. Terminate Lender’s obligations under this Agreement to extend credit of any kind or to make any disbursement, whereupon the commitment and obligation of Lender to extend credit or to make disbursements hereunder shall terminate.
Lender’s Remedies. (a) Upon the termination of any Loan by Lender under Section 11, Borrower may, with the prior written consent of Lender (which consent may be withheld at Lender’s sole discretion; provided however that, Lender shall not withhold such request if Borrower as a result would unavoidably become, directly or indirectly, a Beneficial Owner of more than 9.9% of the shares of Common Stock outstanding at such time), in lieu of the delivery of Loaned Shares to Lender in accordance with Section 6(d), pay to Lender, no later than one Business Day following notice of such Default to Borrower, an amount in immediately available funds (the “Replacement Cash”) equal to the product of the Closing Price as of the date of such notice of Default and the number of Loaned Shares otherwise required to be delivered; provided that if Lender consents to the delivery of Replacement Cash, Borrower may direct the Collateral Agent to deliver to Lender any Collateral held by the Collateral Agent in respect of the Loan so terminated and, to the extent the Market Value of any such Collateral delivered to Lender is less than the required amount of Replacement Cash, pay to Lender such difference in immediately available funds. Any Collateral in respect of the Loan so terminated that is not so delivered to Lender pursuant to this clause shall, upon payment in full of the Replacement Cash to Lender, be immediately delivered by Collateral Agent to Borrower.
(b) Notwithstanding anything to the contrary herein, if, upon the termination of any Loan by Lender under Section 11 and, at the time of such termination, the purchase of Common Stock in an amount equal to the Loaned Shares to be delivered to Lender in accordance with Section 6(d) shall (i) be prohibited by any law, rules or regulation of any governmental authority to which it is or would be subject, (ii) violate, or would upon such purchase likely violate, any order or prohibition of any court, tribunal or other governmental authority or (iii) require the prior consent of any court, tribunal or governmental authority prior to any such repurchase (each of (i), (ii) and (iii), a (“Legal Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Legal Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 6(d) shall be suspended until such time as no Legal Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). Borrower and Borrowing Agent shall use their respective commer...
Lender’s Remedies. Upon the occurrence of an Event of Default or at any time thereafter, and in each and every case, unless such Event of Default shall have been remedied or waived in writing by Requisite Lenders, any one or all of the following actions may be taken:
(a) upon the request of Requisite Lenders, the Administrative Agent shall, by notice to the Borrower terminate any or all of the Commitments, whereupon such Commitments of the Lenders thereunder immediately shall terminate; provided, however, that upon the occurrence of any event specified in either Section 11.1.6 or Section 11.1.7 the Commitments shall terminate automatically without further action by the Administrative Agent, the Lenders or the Issuing Bank;
(b) upon request of Requisite Lenders, the Administrative Agent shall declare all outstanding Obligations and other amounts owing under this Agreement, the Notes and the other Loan Documents to be due and payable immediately, and all such Obligations and other amounts immediately shall be due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived to the extent permitted by ap plicable law; provided, however, that upon the occurrence of any event specified in either Section 11.1.6 or Section 11.1.7 all such Obligations and other amounts immediately shall be due and payable in full without declaration or other notice;
(c) the Administrative Agent immediately, and without expiration of any period of grace, may enforce payment of all Obligations of the Borrower and the Guarantors to the Administrative Agent and the Lenders under this Agreement, the Notes and the other Loan Documents, and the Administrative Agent shall be entitled to all remedies available hereunder or thereunder; and
(d) the Administrative Agent shall be entitled to exercise, for the ratable benefit of the Lenders, all other rights, powers, privileges, options and remedies available under or by virtue of the Loan Documents or otherwise available at law or in equity.
Lender’s Remedies. Upon the happening of an Event of Default, after notice to Company of the Event of Default, as set forth above, and, if an action to cure is specified in the notice, Company's failure to cure the deficiency with the time specified in the notice, Holder may, in addition to other rights and remedies permitted by law, proceed with any and all of the following remedies in any order or combination Holder may choose in its sole discretion:
(i) Terminate this Agreement, in which case the Holder may declare the entire principal amount of the Debenture outstanding and all accrued interest immediately due and payable and demand, at the Holder's election, that the Company convert the Debenture pursuant to paragraph 4; or
(ii) Bring an action for equitable relief (1) seeking the specific performance by Company of the terms and conditions of the Debenture, Purchase Agreement, or related documents, and/or enjoining, abating, or preventing any violation of said terms and conditions, and./or (3) seeking declaratory relief.
Lender’s Remedies. Upon the occurrence of an Event of Default, Lender, without notice of any kind, except for any notice required under this Agreement or any other Loan Document, may, at Lender's option: (i) terminate its obligation to fund any Working Capital Advance or any Development Facility Loan hereunder; (ii) declare the Indebtedness, in whole or in part, immediately due and payable; and/or (iii) exercise any other rights and remedies available to Lender under this Agreement, any other Loan Document, or applicable laws; except that upon the occurrence of an Event of Default described in subsection 7.1(f), all the Indebtedness shall automatically be immediately due and payable, and Lender's obligation to fund any Working Capital Advance or any Development Facility Loan hereunder shall automatically terminate, without notice of any kind (including without limitation notice of intent to accelerate and notice of acceleration) to Borrower or to any Target Center, guarantor, or to any surety or endorser of any of the Notes, or to any other person. Borrower, each Target Center, and each guarantor, surety, and endorser of any of the Notes, and any and all other parties liable for the Indebtedness or any part thereof, waive demand, notice of intent to demand, presentment for payment, notice of nonpayment, protest, notice of protest, grace, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, and diligence in collection.
Lender’s Remedies. 8.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (unless otherwise provided in any instrument evidencing the same or agreement relating thereto), shall be payable by Borrower at Lender’s demand at the office of Lender in New York, New York. In addition, all Obligations shall be, at Lender’s option, due and payable without notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“Default”): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a breach by Borrower or any Affiliate of Borrower of any of the terms, covenants, conditions or provisions of this Agreement or any other agreement between Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (2) if any guarantor, endorser or other person liable on the Obligations or who has pledged or granted collateral security for the Obligations, shall die, terminate or attempt to terminate its guaranty or pledge agreement or shall breach any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such person with, or in favor of, Lender or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is or becomes false or misleading in any material respect; (4) if Borrower shall become insolvent, is generally unable to pay its debts as they mature, files or has filed against it a petition in bankruptcy, liquidation or reorganization, or if a judgment against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) f (x) Borrower shall d...
Lender’s Remedies. Subject to Section 6.7, upon the occurrence of any Event of Default, Lender shall have the right, if such Event of Default shall then be continuing, in addition to all the remedies conferred upon Lender by law or equity or the terms of any Loan Document, to do any or all of the following, concurrently or successively, without notice to Borrower:
6.2.1. Declare the Notes to be, and they shall thereupon become, immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything contained herein or in any Note to the contrary notwithstanding; or
6.2.2. Terminate Lender’s obligations under this Agreement to extend credit of any kind or to make any disbursement, whereupon the commitment and obligation of Lender to extend credit or to make disbursements hereunder shall terminate; or
6.2.3. Exercise all of its rights and remedies at law, in equity or pursuant to any or all Collateral Documents, including foreclosing on the Collateral. Borrower shall pay to Lender, upon demand, all expenses (including, without limitation, attorneys’ fees and expenses) of obtaining such judgment or decree or of otherwise seeking to enforce its rights under this Agreement or any of the other Loan Documents or other related documents; and all such expenses, as determined by Lender in its sole and absolute discretion, shall, until paid, be secured by the Loan Documents and shall bear interest at the Default Rate described in the Notes.
