Common use of Default Remedies Clause in Contracts

Default Remedies. If any Event of Default shall occur and be continuing, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereof, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder); provided, however, that if any event of any kind referred to in Section 11.01(h) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Event of Default shall occur and be continuing, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security AgreementDocuments and applicable Law, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoans, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower Obligations to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and the Guarantors and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(hclause (h) of the definition of “Event of Default” herein occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement Documents and applicable Law without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by BorrowerBorrower and the Guarantors. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Event of Default shall occur and be continuingoccur, the Lender may, by Notice to the Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoan, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) Note by the Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by the Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (includingterminate, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder); provided, however, that if any event of any kind referred to in Section 11.01(h11.01(i) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by the Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by the Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Event of Default shall occur and be continuing, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security AgreementAgreement and applicable law, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoan, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower Obligations to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(hclause (i) of the definition of “Event of Default” herein occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement and applicable law without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 10.02 shall be effective when sent. In addition, the Lender shall have all rights available to it under the Stock Pledge Agreement which it may exercise as it determines in its sole discretion and any such exercise shall not constitute an election of remedies.

Default Remedies. (a) If any Event of Default shall occur and be continuing, the Lender may, by Notice notice to Borrower, on behalf of itself and each of its Subsidiaries: (ai) exercise all rights and remedies available to the Lender hereunder and under the Security AgreementDocuments, including enforcement of the security interests created thereby, ; (bii) declare the Loans Tranche A Loan or the Tranche B Loan, or both Loans, any Tranche thereof, or all interest thereon thereon, and any or all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower Borrower, and any or all other outstanding Obligations, to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and Borrower; and (ciii) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that that, in any case, if any event of any kind referred to in Section 11.01(h11.01 (i) occurs, the Commitments and any and all other obligations of the Lender hereunder shall immediately terminateterminate without further action by Lender, all amounts payable hereunder by Borrower and all other Obligations shall be automatically accelerated and shall become immediately due and payable payable, and the Lender shall immediately be entitled to exercise Lender’s rights and remedies under the Security Agreement Documents without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. . (b) Each Notice notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Event of Default shall occur and be continuingoccur, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any either Tranche thereof, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(h11.01(i) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Event of Default shall occur and be continuingoccur, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoan, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) Note by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(h11.01(i) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If a Default exists, Payee shall have, and may exercise at any Event time, any or all of Default shall occur and be continuing, the Lender may, by Notice to Borrower, following remedies: (a) exercise Payee may declare (as liquidated damages and not a penalty) all rights or any portion of each then unpaid Extended Payment (whether past due or scheduled to be paid), accrued Interest Charges and remedies available to the Lender hereunder and other amounts then outstanding under the Security AgreementEPA to be, including enforcement of the security interests created therebyand such Extended Payments, (b) declare the Loans or any Tranche thereof, all interest thereon Interest Charges and all other amounts payable hereunder (includingshall thereupon be, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all payable in full without diligence, presentment, demand of paymentdemand, protest or further other notice of any kind; (b) Payee may demand, which are expressly waived and immediately upon such demand Customer shall pay to Payee, all reasonable costs and expenses incurred by Borrower Payee to collect amounts due Payee under the EPA, including reasonable attorneys’ fees and expenses; (c) declare Payee may terminate or cancel the EPA by written notice thereof to Customer; (d) (i) If SAP is the Payee, SAP may terminate the Software Support Agreement as set forth therein and may exercise any other remedy available to it under applicable law or in equity. Upon ▇▇▇▇▇'s instructions after a Default, ▇▇▇▇▇'s remedies shall be cumulative and non-exclusive, may be exercised concurrently or successively, and may be specifically enforced. Upon a Default, neither SAP nor Assignee shall be required to license, lease, transfer, or use any SAP Products, or take or not take any other action, in mitigation of any damages resulting from such Default. All obligations of the Lender Customer hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, survive any remaining obligation termination of the Lender Agreement. ▇▇▇▇▇’s failure or delay to make the Tranche B Loan hereunder); provided, however, that if exercise any event of any kind referred to in Section 11.01(h) occurs, the obligations of the Lender right or remedy hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sentnot operate as a waiver thereof.

Default Remedies. If Subject to the Intercreditor Agreement, if any Event of Default shall occur and be continuingoccur, the Lender may, by Notice to BorrowerBorrowers, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoan, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) Note by Borrower Borrowers to be immediately due and payablepayable in an amount equal to the Prepayment Amount, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower Borrowers and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(h11.01(i) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower Borrowers shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by BorrowerBorrowers. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Except as provided in the following sentence, upon the occurrence of an Event of Default Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall occur thereupon become, forthwith due and be continuingpayable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are expressly waived. Notwithstanding the Lender may, by Notice to Borrowerforegoing, (a) exercise all rights and remedies available if an Event of Default specified in Subsections 7.01(e)(i), (ii) or (iii) above occurs with respect to the Lender hereunder Company, the Commitments shall automatically and under immediately terminate and the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereof, all interest thereon Notes and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) Obligations shall become automatically and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due both as to principal and payableinterest, all without diligence, any action by Agent or any Lender and without presentment, demand of paymentdemand, protest or further protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder); provided, however, that if any event of any kind referred to in Section 11.01(h) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or other notice of any kind, all of which are hereby expressly waived waived, anything contained herein or in any Notes to the contrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by Borrower. Each Notice delivered such Co-Borrower to the Agent pursuant to this Section 11.02 shall be effective when sentthe Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full.

Default Remedies. If any Event of Default shall occur and be continuingoccur, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoans, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(h11.01(i) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Except as provided in the following sentence, upon the occurrence of an Event of Default Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall occur thereupon become, forthwith due and be continuingpayable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are expressly waived. Notwithstanding the Lender may, by Notice to Borrowerforegoing, (a) exercise all rights and remedies available if an Event of Default specified in Subsections 7.01(e)(i), (ii) or (iii) above occurs with respect to the Lender hereunder Company, the Commitments shall automatically and under immediately terminate and the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereof, all interest thereon Notes and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) Obligations shall become automatically and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due both as to principal and payableinterest, all without diligence, any action by Agent or any Lender and without presentment, demand of paymentdemand, protest or further protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder); provided, however, that if any event of any kind referred to in Section 11.01(h) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or other notice of any kind, all of which are hereby expressly waived waived, anything contained herein or in any Notes to the contrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by Borrower. Each Notice delivered such Co-Borrower to the Agent pursuant to this Section 11.02 shall be effective when sentthe Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full. (o) Sections 10.01 and 10.02 of the Credit Agreement are hereby amended in their entirety to read as follows:

Default Remedies. If any Event of Default shall occur and be continuing, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreement, including enforcement of the security interests created thereby, (b) declare the Loans or any Tranche thereofLoans, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower to be immediately due and payable, whereupon all such amounts shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)terminate; provided, however, that if any event of any kind referred to in Section 11.01(h) occurs, the obligations of the Lender hereunder shall immediately terminate, all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement without diligence, presentment, demand of payment, protest or notice of any kind, all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 shall be effective when sent.

Default Remedies. If any Event of Default shall occur and be continuing, the Lender may, by Notice to Borrower, (a) exercise all rights and remedies available to the Lender hereunder and under the Security Agreementother Loan Documents and Applicable Law (which exercise may be determined in its sole discretion and which such exercise shall not constitute an election of remedies), including enforcement of the security interests created thereby, thereby and (b) declare the Loans or any Tranche thereofLoan, all interest thereon and all other amounts payable hereunder (including, without limitation, amounts under Section 3.02(c)) and under the applicable Note(s) by Borrower Obligations to be immediately due and payable, whereupon all such amounts the Obligations shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (c) declare the obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate (including, without limitation, any remaining obligation of the Lender to make the Tranche B Loan hereunder)Borrower; provided, however, that if any event of any kind referred to in Section 11.01(hclause (i) occurs, the obligations of the Lender hereunder shall immediately terminatedefinition of “Event of Default” herein occurs, all amounts payable hereunder by Borrower shall automatically and immediately become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Security Agreement Loan Documents and Applicable Law without diligence, presentment, demand of payment, protest or notice of any kindkind (including any notice by Lender of a declaration requiring prepayment of the Loan under Section 3.02(a), should Lender so elect), ACTIVE/105942580.15 all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 11.02 10.02 shall be effective when sent.