Common use of Borrower Default Clause in Contracts

Borrower Default. Promptly after the Administrative Agent acquires actual knowledge that a Default has occurred, the Administrative Agent shall evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the remedies available to the Lenders. Unless expressly directed in writing to the contrary by the Majority Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with Borrower, Parent Guarantor and Subsidiary Guarantors and to refrain from exercising any rights and remedies while conducting such evaluation, provided that the Administrative Agent shall not enter into any written forbearance agreement with Borrower, Parent Guarantor or any Subsidiary Guarantor without the prior consent of the Majority Lenders. The foregoing provisions shall not limit the right, power or authority of the Administrative Agent to take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent shall, upon completing such evaluation and if the Administrative Agent deems it appropriate, forward to each Lender a written proposal outlining the course of action that the Administrative Agent recommends, if any. If the Majority Lenders so approve the Administrative Agent's proposal, the Administrative Agent shall seek to implement such proposal in due course in the same manner the Administrative Agent generally implements similar proposals for loans held for its own account. The Lenders agree to cooperate in good faith and in a commercially reasonable manner in connection with the exercise by the Administrative Agent of the rights granted to the Lenders by law and the Loan Documents, including, but not limited to, providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel Florida. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any entity organized to hold title to the Opryland Hotel Florida or any other Collateral. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure, realization of all or any security given as collateral for the Secured Obligations or other similar actions.

Borrower Default. Promptly after the Administrative Agent acquires actual knowledge that a Default has occurred, the Administrative Agent shall evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor Co-Borrower and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the remedies available to the Lenders. Unless expressly directed in writing to the contrary by the Majority Required Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with the Borrower, Parent Guarantor Co-Borrower and Subsidiary Guarantors and to refrain from exercising any rights and remedies while conducting such evaluation, provided that the Administrative Agent shall not enter into any written forbearance agreement with Borrower, Parent Guarantor Borrower or Co-Borrower or any Subsidiary Guarantor without the 109 prior consent of the Majority Required Lenders. The foregoing provisions shall not limit the right, power or authority of the Administrative Agent to take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent shall, upon completing such evaluation and if the Administrative Agent deems it appropriate, forward to each Lender a written proposal outlining the course of action that the Administrative Agent recommends, if any. If the Majority Required Lenders so approve the Administrative Agent's proposal, the Administrative Agent shall seek to implement such proposal in due course in the same manner the Administrative Agent generally implements similar proposals for loans held for its own account. The Lenders agree to cooperate in good faith and in a commercially reasonable manner in connection with the exercise by the Administrative Agent of the rights granted to the Lenders by law and the Loan Documents, including, but not limited to, providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel FloridaProject. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any entity organized to hold title to the Opryland Hotel Florida or Project and any other Collateral. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any entity organized to hold title to the Project and each such Lender agrees that the nature of such entity shall be determined by the Required Lenders. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure, realization of all or any security given as collateral for the Secured Obligations or other similar actions.

Borrower Default. Promptly after the Administrative Agent acquires actual knowledge that a Default has occurred, the Administrative Agent shall evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the remedies available to the Lenders. Unless expressly directed in 113 writing to the contrary by the Majority Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with Borrower, Parent Guarantor and Subsidiary Guarantors and to refrain from exercising any rights and remedies while conducting such evaluation, provided that the Administrative Agent shall not enter into any written forbearance agreement with Borrower, Parent Guarantor or any Subsidiary Guarantor without the prior consent of the Majority Lenders. The foregoing provisions shall not limit the right, power or authority of the Administrative Agent to take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent shall, upon completing such evaluation and if the Administrative Agent deems it appropriate, forward to each Lender a written proposal outlining the course of action that the Administrative Agent recommends, if any. If the Majority Lenders so approve the Administrative Agent's proposal, the Administrative Agent shall seek to implement such proposal in due course in the same manner the Administrative Agent generally implements similar proposals for loans held for its own account. The Lenders agree to cooperate in good faith and in a commercially reasonable manner in connection with the exercise by the Administrative Agent of the rights granted to the Lenders by law and the Loan Documents, including, but not limited to, providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel FloridaFlorida and/or the Project. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any entity organized to hold title to the Opryland Hotel Florida or any other Collateraland/or the Project and each such Lender agrees that the nature of such entity shall be determined by the Majority Lenders. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure, realization of all or any security given as collateral for the Secured Obligations or other similar actions.

Borrower Default. Promptly after the Administrative Agent or any Lender acquires actual knowledge that a Default or an Event of Default has occurred, such party shall notify the other Lenders in writing of such Default or an Event of Default. Promptly after the Administrative Agent acquires actual knowledge of the occurrence of a Default or an Event of Default, the Administrative Agent shall give such notice of the Default or the Event of Default to the Borrower and any other parties to whom notice is required to be provided under this Agreement. The Administrative Agent shall send a copy of such notice to all Lenders promptly after sending such notice. Promptly and, in any event, within thirty (30) days after the Administrative Agent acquires actual knowledge that a Default has occurred, the Administrative Agent shall evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor and Subsidiary Guarantors the Borrower and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement of the remedies available to the Lenders. Unless expressly directed in writing to the contrary by the Majority Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with Borrower, Parent Guarantor and Subsidiary Guarantors and to refrain from exercising any rights and remedies while conducting such evaluation, provided that the Administrative Agent shall not enter into any written forbearance agreement with Borrower, Parent Guarantor or any Subsidiary Guarantor without the prior consent of the Majority Lenders. The foregoing provisions shall not limit the right, power or authority of the Administrative Agent to take actions pursuant to and in accordance with Section 8.1 or Section 9.19. The Administrative Agent shall, upon completing such evaluation and if the Administrative Agent deems it appropriateevaluation, forward to each Lender a detailed written proposal outlining the course of action that the Administrative Agent recommendsis recommending and the reasons therefor. Each Lender shall either approve or disapprove of the Administrative Agent's proposal by written notice to the Administrative Agent within fifteen (15) Business Days after its receipt of such proposal. If any Lender fails to deliver its written notice of approval or disapproval within such period, the Administrative Agent is authorized to treat such failure to respond as a direction from such Lender to proceed in accordance with the Administrative Agent's proposal. Notwithstanding the foregoing and subject to Section 15.15(a), if anyat any time after the Administrative Agent forwards the detailed written proposal to the Lenders, the Required Lenders direct the Administrative Agent to exercise certain remedies, then the Administrative Agent shall commence to exercise such remedies as specified in such direction. If Unless the Majority Required Lenders so approve disapprove of the Administrative Agent's proposal, the Administrative Agent shall seek to implement such proceed with its proposal in due course in the same manner the Administrative Agent generally implements similar proposals for loans held for its own account. If either (i) the Administrative Agent's proposal is disapproved by Lenders holding more than sixty percent (60%) of the total Percentages and no alternative is approved within a reasonable time thereafter or (ii) the proposal is approved but the Administrative Agent is unable to accomplish the goals of such proposal within a period of time deemed reasonable by the Administrative Agent, the Administrative Agent is authorized in each such case, after so notifying the Lenders in writing, to proceed to exercise the rights and remedies granted to the Lenders by the Loan Documents or under law with respect to acceleration of the Obligations, appointment of a receiver, foreclosure of and realization on the Deed of Trust and the other Security Documents and collection on the Guaranty. The Lenders acknowledge that the Administrative Agent's right to take enforcement action shall not obligate the Administrative Agent to commence immediately any specific enforcement procedure. The Lenders agree to cooperate in good faith and in a commercially reasonable manner in connection with the exercise by the Administrative Agent of the rights granted to the Lenders by law and the Loan Documents, including, but not limited to, providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel FloridaProject. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share Percentage of the ownership interests in any entity organized to hold title to the Opryland Hotel Florida or any other CollateralProject and each such Lender agrees that the nature of such entity shall be determined by the Required Lenders. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure, realization of all or any security given as collateral for the Secured Obligations Loan or other similar actions.

Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge that a Default has occurredof the occurrence of an Event of Default, the Administrative Agent shall evaluate the circumstances of such Default, its impact on Borrower, Parent Guarantor and Subsidiary Guarantors and the courses of action available to the Lenders, which may include such responses as entering into a forbearance agreement for a period of time, establishing certain additional credit or collateral safeguards in exchange for a waiver of such Default or determining the timing and order of enforcement give notice of the remedies available Event of Default to the LendersBorrower and any other parties to whom notice must be provided under this Agreement. Unless expressly directed in writing to the contrary by the Majority Lenders, the Administrative Agent is expressly authorized to discuss such Default and possible resolutions with Borrower, Parent Guarantor and Subsidiary Guarantors and to refrain from exercising any rights and remedies while conducting such evaluation, provided that the Administrative Agent shall not enter into send a copy of that default notice to all Lenders promptly after sending such notice. Neither Administrative Agent nor any written forbearance agreement with Borrower, Parent Guarantor or any Subsidiary Guarantor without the prior consent Lender shall be deemed to have actual knowledge of the Majority Lenders. The foregoing provisions shall not limit the right, power or authority occurrence of the an Event of Default unless Administrative Agent or such Xxxxxx has received written notice from a Lender or Borrower referring to take actions pursuant to this Agreement and in accordance with Section 8.1 or Section 9.19. The Administrative Agent shalldescribing the Event of Default (provided, upon completing such evaluation and if the Administrative Agent deems it appropriatehowever, forward to each Lender a written proposal outlining the course of action that the Administrative Agent recommends, if any. If the Majority Lenders so approve the Administrative Agent's proposal, the Administrative Agent shall seek be deemed to implement have actual knowledge of any Event of Default described in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such proposal in due course in Event of Default. (b) In the same manner event that the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent generally implements similar proposals for loans held for its own account. The Lenders agree shall declare the outstanding principal balance of the Loan, all interest thereon and all other amounts payable under the Loan Documents to cooperate in good faith be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner in connection with the exercise such foreclosure proceeding; provided, that (i) such action is not stayed by the any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) Administrative Agent of the rights granted believes in good faith that such action will not expose Administrative Agent to the Lenders by law and the Loan Documentsany liability from any party, including, but not limited towithout limitation, providing necessary information to the Administrative Agent with respect to the Obligations, preparing and executing necessary affidavits, certificates, notices, instruments and documents and participating in the organization of applicable entities to hold title to the Opryland Hotel Florida. Each Lender agrees that it shall subscribe to and accept its Pro Rata Share of the ownership interests in any entity organized to hold title to the Opryland Hotel Florida Borrower or any other CollateralLender. The If, after commencing such foreclosure proceeding, Administrative Agent is hereby authorized directed to act for and on behalf cease such action or to take another course of action by the Requisite Lenders under the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders in all day-to-day matters with respect to the commence a foreclosure proceeding or other exercise of rights described herein such as remedies in the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure, realization of all or any security given as collateral for the Secured Obligations or other similar actions.Administrative Agent’s sole discretion. -181- Section 13.21