Common use of Upon an Event of Default Clause in Contracts

Upon an Event of Default. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Upon an Event of Default. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon Upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by and during the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence continuance of an Event of Default: (i) all rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7.1.1 and to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7.1.1 shall cease, at the Administrative Agent’s prior written election delivered to Debtor, and all such amount rights shall thereupon become vested in the Administrative Agent, or such nominee(s) of the Administrative Agent as the Administrative Agent shall designate in writing to Debtor, who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such distributions and interest payments; (ii) all distributions and interest payments which are received by Debtor contrary to the extent not applied as aforesaid) provisions of Section 7.1 shall be returned received in trust for the benefit of the Secured Parties, shall be segregated from other funds of Debtor, and shall be forthwith paid over to the Borrower within three Business Days after Administrative Agent, or such nominee(s) of the Administrative Agent as the Administrative Agent shall designate in writing to Debtor as Pledged Collateral in the same form as so received (with any necessary indorsement(s); and (iii) if the Administrative Agent exercises its right to vote any of such Pledged Equity in accordance with this Agreement, Debtor hereby appoints the Administrative Agent, Debtor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Equity in any manner the Administrative Agent deems necessary for or against all matters submitted or which may be submitted to a vote of stockholders. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable. After all Events of Default have been cured or waived, Debtor’s right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of this Section 7.1.1 shall be reinstated.

Upon an Event of Default. If any Event AFTER THE EXPIRATION OF ANY APPLICABLE GRACE OR CURE PERIODS, THE BORROWER AND GUARANTORS SEVERALLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO NOTICE AND HEARING TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, and, further, severally and irrevocably waive presentment for payment, demand, notice of Default shall occur and be continuingnonpayment, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if of intention to accelerate the maturity of this Note, diligence in collection, commencement of suit against any obligor, notice of protest, and protest of this Note and all other notices in connection with the Loans has been accelerateddelivery, Lenders with LC Exposure representing greater than fifty percent (50%) acceptance, performance, default or enforcement of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) payment of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and controlNote, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account before or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if after the maturity of the Loans has been accelerated (but subject this Note, with or without notice to Borrower and Guarantors, and agree that their liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender. The Borrower and Guarantors consent to any and all extensions of time, renewals, waivers or modifications that may be granted by Lender with respect to the consent payment or other provisions of Lenders with LC Exposure representing greater than fifty percent (50%) this Note, and to any substitution, exchange or release of the total LC Exposure)collateral for this Note, be applied or any part thereof, with or without substitution of said collateral, and agree to satisfy other obligations the addition or release of the Guarantors, all whether primarily or secondarily liable, before or after maturity of this Note, with or without notice to Borrower or Guarantors, and without affecting their liability under this AgreementNote. If Any delay on the Borrower is required to provide an amount part of Cash Collateral hereunder Lender in exercising any right under this Note shall not operate as a result waiver of any such right, and any waiver granted or consented to on one occasion shall not operate as a waiver in the occurrence event of an Event of Defaultany subsequent default. THE BORROWER AND GUARANTORS HEREBY SEVERALLY AND IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDINGS HEREAFTER INSTITUTED BY OR AGAINST BORROWER OR GUARANTORS IN RESPECT OF THIS NOTE OR ARISING OUT OF ANY DOCUMENT, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waivedINSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE, INCLUDING ALL LOAN DOCUMENTS.

Upon an Event of Default. If any Event of Default or if a default shall occur with respect to any of the Assigned Collateral, then, in addition to (and be continuingnot in limitation of) all other rights and remedies available to Assignee, on Assignee may, without obligation to do so, and without releasing Assignor from any of its liabilities and obligations hereunder or pursuant to any of the Business Day that the Borrower receives notice from the Agent other Loan Documents or the Required Lenders (orTimeshare Documents, if take such action as Assignee deems reasonably necessary or appropriate to protect its interests, rights, and powers hereunder and under the maturity other Loan Documents, including, without limitation, amending or terminating any of the Loans has been acceleratedsubject Notes Receivable and/or Purchase Agreements and/or granting waivers thereunder, Lenders with LC Exposure representing greater than fifty percent (50%) all without notice to or the consent or approval of Assignor. Assignee may further appear in and defend any action, suit, or proceeding purporting to affect its interests, rights, and powers under any of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraphLoan Documents and perform and discharge each and every obligation, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelycovenant, and agreement of Assignor contained herein or in the subject Notes Receivable and/or Purchase Agreements; and in exercising such deposit shall become immediately due and payablepowers, without demand or other notice of any kindAssignee may, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and Assignor's sole discretion of the Agent and at the Borrower’s risk cost and expense, pay any or all reasonably necessary costs and expenses, employ counsel, and incur and pay reasonable attorneys' fees and expenses. Assignor hereby indemnifies and holds Assignee harmless with respect to, and agrees to reimburse Assignee for, such deposits shall not bear interest. Interest or profitscosts, if anyexpenses, on such investments shall accumulate in such account. Moneys in such account and fees, and Assignor's obligations with respect thereto shall be applied included among the Obligations, shall bear interest at the Applicable Default Rate, and shall be secured by the Agent to reimburse Collateral. The foregoing indemnification obligation shall survive the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the complete satisfaction of the reimbursement obligations Obligations and the termination of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waivedAssignment.

Upon an Event of Default. If In addition to any rights and remedies the Lender Parties may otherwise have under this Agreement, if any Event of Default shall occur have occurred, Agent or Issuing Lender may in their discretion (i) by notice to Borrower, declare the obligation of Issuing Lender to issue any Letter of Credit to be terminated, whereupon the obligation of Issuing Lender to issue any Letter of Credit shall forthwith terminate, and be continuing(ii) make demand upon Borrower to, on and forthwith (but no later than the end of the Business Day that the Borrower receives following notice from the Agent) Borrower will pay to Agent or the Required Lenders (orin same day funds at Agent’s office designated in such demand, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the for deposit of in a special Cash Collateral pursuant Account to this paragraphbe maintained at such office of Agent, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure maximum amount then available to be drawn under any Letter of Credit. The Cash Collateral Account shall be in the name of Borrower, but under the sole dominion and control of Agent, and shall be held and disbursed as follows: Agent may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. If at any time Agent determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement and/or that the total amount of such date plus any accrued funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, Borrower will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and unpaid interest thereon; provided that held in the obligation to deposit such Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which Agent determines to be free and clear of any such right and claim. Borrower hereby assigns, transfers and sets over, and grants to Agent a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Obligations. Borrower agrees that, to the extent notice of sale of any securities shall become effective immediatelybe required by Law, at least five Business Days’ Notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such deposit sale may, without further notice, be made at the time and place to which it will so adjourned. Agent may, at any time or from time to time, apply funds from time to time held in the Cash Collateral Account to the payment of (i) any Reimbursement Obligation and (ii) upon termination of all Letters of Credit and payment in full of all the Reimbursement Obligation, in such order as Agent may elect, as shall have become or shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held payable by the Borrower to Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent Neither Borrower nor any Person claiming on behalf of or through Borrower shall have exclusive dominion and control, including the exclusive any right of withdrawal, over such deposit. Other than to withdraw any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at funds held in the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result Account after and during the continuance of the occurrence of an Event of any Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Upon an Event of Default. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower Borrowers shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after all Events of Default have been cured or waived.