DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity: (i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate. (ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note). (b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein. (c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder. (d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender. (e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power. (f) For purposes of this Note:
Appears in 3 contracts
Sources: Secured Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co), Secured Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co), Secured Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co)
DEFAULT AND ACCELERATION. (a) Upon The security of this mortgage will, at the occurrence option of the Mortgagee, immediately become enforceable and during may be enforced without the continuance requirement of any Event of Default, and at or any time and further notice from time the Mortgagee to time thereafterthe Mortgagor, in addition each of the following events, each of which shall constitute an event of default: if the Mortgagor defaults in payment or in the observance or performance of any obligation, covenant or liability of the Mortgagor to any other rights or remedies available to Lender under this Notethe Mortgagee, at lawwhether contained herein, in the Guarantee, or in equity:
(i) Borrower shall another security or agreement executed and delivered by the Mortgagor to the Mortgagee, and, except as otherwise expressly provided, such default continues for more than seven days following written notice from the Mortgagee to pay interest or to otherwise remedy the same; if any warranty, representation or statement made or furnished to the Mortgagee by or on behalf of the Mortgagor in respect of the Lands or the Mortgagor proves to have been false or misleading in any material respect when made or furnished; if the Lands are capable of generating income and there is loss or damage to the Lands or any part thereof which materially adversely affects their income-generating ability thereof in the reasonable opinion of the Mortgagee, and such loss or damage cannot be repaired or replaced so as to re-establish the income-generating ability of the Lands within a reasonable time and in any case within 90 days following such loss or damage; if there is a seizure or attachment to or on the outstanding principal Lands; if any charge or encumbrance created or issued by the Mortgagor becomes enforceable and interest at any step is taken to enforce the same; if an interest rate equal order is made, an effective resolution passed or an application is filed for the winding up of the Mortgagor, or a receiver of the Mortgagor or the Lands is appointed; if the Mortgagor becomes insolvent, makes a general assignment for the benefit of its creditors or otherwise acknowledges insolvency, or a bankruptcy application or bankruptcy order is filed or made against the Mortgagor; if the Mortgagor ceases or threatens to cease to carry on its business, makes a bulk sale of its assets or commits or threatens to commit any act of bankruptcy; if any other mortgagee, encumbrancee or other party having a charge on the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable Lands commences proceedings to protect and enforce its rights against Borrower and/or or security in and such mortgage, encumbrance or charge or takes steps to collect all or any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (income generated from the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for hereinLands, or any part thereof; if the Mortgagor grants or attempts to grant any form of security to any person other Event of Default hereunder, will cause Lender than the Mortgagee ranking or purporting to incur costs not contemplated rank in priority to or equally with the security held by this Note (including, without limitation, processing the Mortgagee on the Lands; if the Mortgagor abandons the Lands or any part thereof; if the Mortgagor operates a business on the Lands and accounting charges, loss of use of funds, fails to maintain and frustration operate such business as a going concern in a prudent and businesslike manner to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate satisfaction of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly Mortgagee; or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising for any other rights and remedies available to Lender.
(e) No failure or delay on reason the part of Lender in exercising any right or remedy Mortgagee determines that its security under this Note or under any other agreement executed mortgage is in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerjeopardy.
(f) For purposes of this Note:
Appears in 2 contracts
Sources: Land Mortgage, Land Mortgage
DEFAULT AND ACCELERATION. (a) It is expressly agreed by Purchaser that time is of the essence of this Contract. Upon the occurrence and during the continuance of any Event of Default, as hereinafter defined, and at any time and from time to time thereafter, the entire Contract Balance and all Obligations (as defined in addition to any other rights or remedies available to Lender under this NoteSection 11.2), and all accrued, unpaid interest thereon, shall, at lawthe option of Vendor, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be become immediately due and payable (including without any accrued and unpaid interest and any notice, presentment, demand, protest, notice of protest, or other amounts owing by Borrower under this Note).
(b) Upon the occurrence notice or dishonor or demand of any Insolvency Event (as defined in Paragraph 6(f)(vii))kind, all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing which are hereby expressly waived by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demandPurchaser, and Borrower hereby expressly waives Vendor shall have the right to pursue immediately any and all remedies, legal or equitable, as are available under applicable law to collect such notice or demand, notwithstanding anything Contract Balance together with a default rate of interest equal to twelve percent (12%) per annum beginning to accrue on the contrary contained herein.date of the Event of Default (the “Default Interest”). Vendor shall be entitled to avail itself of the remedy of declaring a forfeiture and cancel the Contract as provided below and thereby taking possession and removing the Purchaser from the Real Property. The following shall each constitute an “Event of Default” for purposes of this Contract:
(c) If 11.1. Default by Purchaser in the payment of:
11.1.1. any payment owing from Borrower to Lender under this Note is not received by Lender Monthly Payment installment of the Purchase Price within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as date due under the terms of this Contract,
11.1.2. any installment of real estate taxes on the Real Property or assessment for a late charge (public improvement which by the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after terms of this Contract are payable by Purchaser, on or before the date incurred, the same becomes delinquent,
11.1.3. any lapse of insurance required by the terms of this Contract to be maintained by Purchaser,
11.1.4. any installment of basic rent or other additional charges payable under the that certain sublease between Vendor and any failure Purchaser to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇ground lease for parking lot purposes by and between Vendor and St ▇▇▇▇▇▇ recognizes that any failure County, Indiana Department of Redevelopment, acting by Borrower to timely make and through the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by St. ▇▇▇▇▇▇ County Redevelopment Commission dated December 18, 2001 (the “Sublease”),
11.1.5. any other mutually agreed upon amount payable pursuant to this Contract.
11.2. Default, for a period of ten (10) days (provided that, with the exception of Purchaser’s payment obligations, if any power hereunderbreach of this Contract cannot reasonably be remedied within such ten (10) day period, it shall not be a Purchaser Default hereunder so long as Purchaser commences such cure within the ten (10) day period and proceeds diligently until such cure is complete, but in no event longer than sixty (60) days) after written notice thereof is given to Purchaser, in the indebtedness, obligations and liabilities, or under any other document executed in connection with the performance or securing this Note, shall preclude other or further exercise thereof or the exercising observation of any other powercovenant or term of this Contract or the Sublease, (collectively, the “Contract Documents”) of Purchaser owing to Vendor (collectively, the “Obligations”).
(f) For purposes 11.3. Lease, sublease or encumbrance of this Note:the Real Property or any part thereof, or the making of any levy, seizure or attachment thereof or thereon or a substantial, uninsured loss of any part of the Real Property.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Electric Last Mile Solutions, Inc.), Land Contract (Electric Last Mile Solutions, Inc.)
DEFAULT AND ACCELERATION. Any one or more of the following events shall constitute a default hereunder and under the Promissory Note:
(a) Upon Borrower fails to pay any amount when due under this Agreement or the occurrence and during Promissory Note delivered by Borrower pursuant to this Agreement;
(b) Any representation or warranty made under this Agreement or information provided by Borrower in connection with this Agreement is or was false or fraudulent in any material respect;
(c) A material adverse change occurs in Borrower’s financial condition;
(d) Borrower fails to timely observe or perform any of the continuance covenants or duties contained in this Agreement;
(e) Any guaranty of Borrower’s obligation under this Agreement is revoked or becomes unenforceable for any Event reason;
(f) Any event of Default, and at default occurs under any time and from time to time thereafter, in addition security agreement;
(g) A default by Borrower with respect to any terms or provisions of documents evidencing any other rights indebtedness of Borrower to Bank;
(h) The Borrower shall admit in writing the inability to pay any of its debts or remedies available to Lender under this Note, at lawshall have made a general assignment for the benefit of creditors, or in equity:shall have applied for or otherwise have a receiver, trustee, or custodian appointed for any of its property or assets; or
(i) Borrower shall pay interest on The occurrence of any other event which causes the outstanding principal and interest at an interest rate equal Bank, in good faith, to the Default Rate.
(ii) Lender maydeem itself insecure. Then, at its Bank’s option, take such actionand upon verbal or written notice to Borrower, without notice or demandgiven at any time including after receipt from Borrower of a request for a Revolving Loan, that Lender deems advisable Bank’s obligation to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations make Revolving Loans under this Note to be Agreement shall terminate and the total unpaid balance shall become immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence without presentment, demand, protest or further notice of any Insolvency Event (as defined in Paragraph 6(f)(vii))kind, all of which are hereby expressly waived by Borrower. Bank’s obligations obligation to make Revolving Loans under this Agreement shall automatically terminate and the total unpaid balance of the Promissory Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payablepayable in the event Borrower becomes the subject of bankruptcy or other insolvency proceedings. Bank may waive any default without waiving any other subsequent or prior default. Borrower agrees to pay Bank’s cost of administration of this Agreement, without notice including reasonable attorneys’ fees. Borrower also agrees to pay all of Bank’s costs of collection, before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or demand, and settlement of any counterclaim brought by Borrower hereby expressly waives or incident to any such notice action or demand, notwithstanding anything proceeding involving Borrower brought pursuant to the contrary contained hereinFederal Bankruptcy Code).
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
Appears in 2 contracts
Sources: Loan Agreement (TomoTherapy Inc), Loan Agreement (TomoTherapy Inc)
DEFAULT AND ACCELERATION. (a) Upon the The occurrence and during the continuance of any of the following shall constitute an “Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender ” under this Secured Convertible Note, at law, or in equity:.
(i) Borrower shall The failure of Maker to pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.any part of this indebtedness when due
(ii) Lender mayThe institution of legal proceedings against the Maker under any state insolvency laws, at its optionfederal bankruptcy law, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or similar debtor relief laws then in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note)effect.
(b) Upon In the occurrence event of (a)(i) or (a)(ii) above, then a default may be declared at the option of Lender without presentment, demand, protest or further notice of any Insolvency Event kind (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower which are hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received waived by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”Maker). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇In such event ▇▇▇▇▇▇ recognizes that shall be entitled to be paid in full the balance of any failure by Borrower unpaid principal amount hereunder plus all accrued and unpaid interest hereunder and any costs to timely make enforce the payments provided for hereinterms hereof, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to reasonable attorneys’ fees. Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if may waive any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default before or Event of Default is cured after it occurs and may restore this Secured Convertible Note in accordance with full effect without impairing the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available right to Lenderdeclare it due for a subsequent default.
(ec) No course of dealing between Lender and Maker or any failure or delay on the part of Lender in exercising any right rights or remedy under this Note or under any other agreement executed in connection with or securing this Note remedies hereunder shall operate as a waiver of any such right rights or remedyremedies of Lender under this or any other applicable instrument. No right, power, single or remedy given to Lender by partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the terms of this Note or by the terms exercise of any other agreement executed in connection with rights or securing this Note remedies hereunder.
(d) Lender is intended empowered to be exclusive of set off and apply any moneys at any time held or any other rightindebtedness at any time due and payable by ▇▇▇▇▇▇ to or for the credit of Maker against the Indebtedness of Maker evidenced by this Note. Lender shall promptly notify Maker after any such set-off, powerprovided that the failure to provide notice shall not affect the validity of the set-off.
(e) None of the rights, remedies, privileges or remedypowers of Lender expressly provided for herein shall be exclusive, and but each and every such right, power, or remedy of them shall be cumulative with and in addition to every other right, powerremedy, privilege and power now or remedy given to Lender hereafter existing in favor of Lender, whether at law or in equity, by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerotherwise.
(f) For purposes Maker shall pay all reasonable expenses of any nature, whether incurred in or out of court, and whether incurred before or after this Note:Note shall become due at its maturity date or otherwise (including but not limited to reasonable attorneys' fees and costs) which Lender may deem necessary or proper in connection with the satisfaction of Indebtedness. Lender is authorized to pay at any time and from time to time any or all of such expenses, add the amount of such payment to the amount of principal outstanding and charge interest thereon at the rate specified herein.
Appears in 1 contract
DEFAULT AND ACCELERATION. Any one or more of the following events shall constitute an event of default (collectively "Events of Default", each an "Event of Default"):
(a) Upon should any sum of principal, interest or other amount evidenced by the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest Note not be paid on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately date when it becomes due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence such default continues for a period of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within more than five (5) days after written notice; or
(b) should Mortgagor default under the date incurredterms of the Note (other than the terms set forth in (a) above), and any failure to pay the Late Charge within thirty such default continues for a period of more than ten (3010) days after the date incurred written notice; or
(c) should Mortgagor default under any obligation or covenant of this Mortgage and such default continues for a period of more than ten (10) days after written notice.
(a) Mortgagor shall be in default under this Mortgage, and all obligations secured under the Mortgage and due under the Note shall immediately become due and payable without further notice to Mortgagor; (b) upon demand by Mortgagee, Mortgagor shall pay to Mortgagee, in addition to all other payments specifically required under the Note, in monthly installments, at the times and in the amounts required by Mortgagee from time to time, sums which when cumulated will be sufficient to pay one month prior to the time the same become delinquent, all taxes which are or may become a lien affecting the Mortgaged Property and the premiums for any policies of insurance to be obtained and maintained in connection with Mortgagee's loan to Mortgagor (all such payments to be held in a cash collateral account as additional security for the secured obligations); and
(c) Mortgagee may, without notice to or demand upon Mortgagor, which are expressly waived by Mortgagor (except for notices or demands otherwise required by applicable laws to the extent not effectively waived by Mortgagor and any notices or demands specified below), and without releasing Mortgagor from any of its obligations, exercise any one or more of the following remedies as Mortgagee may determine: 1 Mortgagee may, either directly or through an agent or court appointed receiver, and without regard to the adequacy of any security for the secured obligations:
(i) enter, take possession of, manage, operate, protect, preserve and maintain, and exercise any other rights of an owner of, the Mortgaged Property, and use any other properties or facilities of Mortgagor relating to the Mortgaged Property, all without payment of rent or other compensation to Mortgagor;
(ii) make, cancel, enforce or modify leases, obtain and evict tenants, fix or modify rents and, in its own name or in the name of Mortgagor, otherwise conduct any business of Mortgagor in relation tn the Mortgaged Property and deal with Mortgagor's creditors, debtors, tenants, agents and employees and any other persons having any relationship with Mortgagor in relation to the Mortgaged Property, and amend any contracts between them, in any manner Mortgagee may determine;
(iii) either with or without taking possession of the Mortgaged Property, notify obligors on any rights that all payments and other performance are to be made and rendered directly and exclusively to Mortgagee, and in its own name supplement, modify, amend, renew, extend, accelerate, accept partial payments or performance on, make allowances and adjustments and issue credits with respect to, give approvals, waivers and consents under, release, settle, compromise, compound, ▇▇▇ for, collect or otherwise liquidate, enforce or deal with any rights, including collection of amounts past due and unpaid (Mortgagor agreeing not to take any such action after the occurrence of an Event of Default hereunder.without prior written authorization from Mortgagee);
(div) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower endorse, in the name of Mortgagor, all checks, drafts and other evidence of payment relating to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of fundsMortgaged Property, and frustration receive, open and dispose of all mail addressed to Lender in meeting its Mortgagor and notify the postal authorities to change the address for delivery of such mail to such address as Mortgagee may designate; and
(v) take such other financial commitments), and that action as Mortgagee deems appropriate to protect the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date security of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to LenderMortgage.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Mortgage and Security Agreement (Peaches Entertainment Corp)
DEFAULT AND ACCELERATION. (a) Upon The principal unpaid balance, plus accrued interest, shall, at the occurrence and during the continuance option of Lender or any Event holder of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at lawbecome due and payable without notice or demand upon the happening of any one or more of the Events of Default defined in the Loan Agreement. In the event that any amount due under this Note is reduced to judgment, or if Borrower fails to make any payment provided for in equity:
(i) Borrower this Note when due, after the expiration of all applicable cure periods, or if any of the other Events of Default described above shall pay interest on occur and such Event of Default is not cured as allowed by the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender Loan Agreement, Lender, or any holder of this Note, may, at its option, take such action, without notice or demand, that Lender deems advisable to protect option declare the unpaid balance of principal and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately the accrued unpaid interest due and payable (including any although the time of maturity as expressed herein shall not have arrived, and, regardless whether Lender so accelerates, the total of the unpaid balance of principal and the then accrued and unpaid interest and any other amounts owing by Borrower under this Note).
shall then begin accruing interest at the rate stated in Section 2, plus five percent (b5.00%) Upon per annum (the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)“Default Rate”), all until such time as the Event of Borrower’s Default in question has been cured. At that time, the interest rate will revert to that rate provided in Section 2. Borrower acknowledges that the effect of this Default Rate provision could operate to compound some of the interest obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demanddue, and Borrower hereby expressly waives any consents to such notice or demand, notwithstanding anything compounding should it occur and to the contrary contained herein.
compounding of interest in general (cto the full extent allowed by Nevada Revised Statutes (“NRS”) If any Section 99.050). In addition to the Default Rate, and all other fees due hereunder, for each payment owing from Borrower to Lender under this Note is not received by Lender made within five ten (510) days following its of the due datedate therefor, Borrower shall will pay to Lender an additional sum a late fee equal to four ten percent (410%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunderpayment due.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Promissory Note (Standard Gold)
DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing It is expressly agreed by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) M▇▇▇▇▇▇▇▇ recognizes that time is of the essence of this Mortgage. Upon the occurrence of any failure by Borrower to timely make Default and the payments provided for hereinexpiration of any applicable cure period and at any time thereafter, then, in any and every such case, the entire Indebtedness shall, at the option of Mortgagee, become immediately due and payable without any notice, presentment, demand, protest, notice of protest, or other notice of dishonor or demand of any kind, all of which are hereby expressly waived by M▇▇▇▇▇▇▇▇, and Mortgagee shall have the right immediately to foreclose the lien created by this Mortgage against the Mortgaged Property, to enforce every other security interest created by this Mortgage and to institute any action, suit or other proceeding which Mortgagee may deem necessary or proper for the protection of its interests; provided that if an event described in paragraph 11(j) or (k) below shall occur, all Indebtedness shall become immediately due and payable without any need for a declaration of Default. The following shall each constitute a "Default" for purposes of this Mortgage:
(a) Failure to pay the Indebtedness or any part thereof within five (5) days when due;
(b) Default in the performance of observance by Mortgagor of any other Event covenant, condition or term of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occurMortgage, the Default Rate Note or the other Loan Documents in any material respect, which continues uncured for a period of twenty (20) days after Mortgagee shall have given written notice of such default to Mortgagor; provided, however, that if applicablethe default is susceptible to cure but cannot be cured within the twenty (20) and day period, but Borrower promptly commences the Late Charge (if applicable), represent a fair and reasonable estimate cure of the damages default and costs diligently prosecutes the cure to Lendercompletion, considering all then no Default shall be deemed to occur under this Mortgage unless the circumstances existing default remains uncured forty-five (45) days after the giving of the written notice by L▇▇▇▇▇; or
(c) If any warranty of Borrower contained in this Mortgage or in any other Loan Document was untrue or misleading on the date of this Note. made in any material respect;
(d) The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver occurrence of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of Transfer prohibited by this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.Mortgage;
(e) No failure The condemnation, seizure or delay on appropriation of, or the occurrence of an uninsured casualty with respect to, any material portion of the Real Estate or Improvements;
(f) The enactment of any law which deducts from the value of the Mortgaged Property for the purpose of taxation any lien thereon or imposes upon Mortgagee the payment of the whole or any part of Lender in exercising any right the taxes, assessments, charges or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender liens required by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended Mortgage to be exclusive paid by Mortgagor or changes in any way the laws relating to the taxation of any other rightmortgages or debts secured by mortgages or Mortgagee's interest in the Real Estate, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower Improvements or any other Person. No single of the Mortgaged Property or partial exercise the manner of collection of taxes so as to affect this Mortgage or any other of the Indebtedness or the holder thereof or impose a tax, other than a federal or state income tax, on or payable by Mortgagee by reason of its ownership of the Indebtedness and, in such event Mortgagor, within five (5) business days after notice and after demand by Mortgagee, does not pay such taxes or assessments -13- or reimburse Mortgagee therefor or, in the opinion of counsel for Mortgagee, it might be unlawful to require Mortgagor to make such payment or the making of such payment might result in the imposition of interest costs beyond the maximum amount permitted by applicable law;
(g) Any part of the Mortgaged Property or all or any substantial part of the property or assets of M▇▇▇▇▇▇▇▇ is placed in the hands of any power hereunderreceiver, trustee or other officer or representative of any court, or under any other document executed in connection with M▇▇▇▇▇▇▇▇ consents, agrees or securing this Note, shall preclude other or further exercise thereof or acquiesces to the exercising appointment of any other powersuch receiver or trustee;
(h) Mortgagor does, or permits to be done, anything that in any way materially impairs the lien of this Mortgage or makes any material alterations to the Mortgaged Property with an aggregate cost of over $150,000.00 without the prior consent of Mortgagee.
(fi) For purposes Any lienholder or creditor shall initiate an action to foreclose a lien or security interest on all or any part of this Note:the Mortgaged Property, whether such security interest or lien is superior, equal or junior to the security interest or lien held by Mortgagee on the Mortgaged Property, and the action shall remain undismissed for a period of sixty (60) days or Mortgagor shall fail to contest the proceeding within twenty (20) days after notice thereof; or
(j) Mortgagor shall (i) apply for, or consent in writing to, the appointment of a receiver, trustee or liquidator; or (ii) file a voluntary petition seeking relief under the Bankruptcy Code, or be unable, or admit in writing its inability, to pay its debts as they become due; or (iii) make a general assignment for the benefit of creditors; or (iv) file a petition or an answer seeking reorganization or an arrangement or a readjustment of debt with creditors, apply for or take advantage of any insolvency, bankruptcy, suspension of payments, reorganization, debt arrangement, liquidation, dissolution or similar event, under the law of the United States or of any state in which Mortgagor is a resident; or (v) file an answer admitting the material allegations of a petition filed against Mortgagor in any such bankruptcy, reorganization or insolvency case or proceeding or (vi) take any action authorizing, or in furtherance of, any of the foregoing; or
(k) an involuntary case is commenced against M▇▇▇▇▇▇▇▇ and the petition is not dismissed within sixty (60) days after the commencement of the case or (ii) an order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor adjudicating Mortgagor bankrupt or insolvent, or appointing a receiver, trustee or liquidator of Mortgagor or of ordering the sale of all or substantially all of the assets of Mortgagor and such order, judgment or decree shall continue unstayed and in effect for a period sixty (60) days or shall not be discharged within ten (10) days after the expiration of any stay thereof.
Appears in 1 contract
DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five ten (510) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five ten (510) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(dc) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(ed) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(fe) For purposes of this Note:
Appears in 1 contract
Sources: Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co)
DEFAULT AND ACCELERATION. 5.01 Any or all of the Liabilities of the Borrower to the Bank shall, at the option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing a Liability, be immediately due and payable without notice or demand upon the occurrence of any of the following events of default (each an "Event of Default" hereunder):
(a) The occurrence of an Event of Default under the Loan Agreement following the expiration of any applicable grace period;
(b) An injunction or attachment against property of the Borrower remains undischarged for a period of thirty (30) days;
(c) The security interest granted to the Bank in the Collateral shall, at any time after the execution and delivery of this Agreement, for any reason, ceases (i) to create a valid and perfected first priority security interest in the Collateral including, without limitation, the occurrence of any event which would cause a lien creditor, as that term is defined in Section 9-301 of the Code, to take priority over advances made by Bank; (ii) this Agreement shall cease to be in full force and effect or shall be declared null and void, or the validity or enforceability hereof shall be contested by the Borrower; or (iii) any guarantor of the Liabilities denies it has any further liability or obligation with respect to such Liabilities or terminates its guaranty or fails to honor any of its Liabilities under such guaranty.
5.02 Upon the occurrence of any Events of Default set forth in Section 5.01, the Bank shall have all the rights and during remedies of a secured party under Chapter 106, Article 9, of the continuance Massachusetts General Laws, in addition to all other rights and remedies mentioned in this Agreement. Unless otherwise provided by law, the Bank may require the Borrower to assemble any tangible personal property constituting Collateral and make it available to the Bank at a place to be designated by the Bank which is reasonably convenient to both parties.
5.03 The Borrower hereby grants to the Bank a nonexclusive irrevocable license in connection with the Bank's exercise of its rights hereunder, to use, apply and affix any trademark, trade name, logo or the like in which the Borrower now or hereafter has rights, which license may be used solely by the Bank upon the occurrence of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
Appears in 1 contract
DEFAULT AND ACCELERATION. Subject to cure as provided in this Section 11, each of the following shall be an "Event of Default" under this Note:
(a) Upon the occurrence and during the continuance If Borrower fails to pay any interest or principal of any Event of Default, and at any time and from time to time thereafter, in addition to this Note or any other rights Lender Indebtedness within 10 days of when it shall be or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately become due and payable (including whether at scheduled Maturity or by acceleration). This provision shall not be subject to any accrued and unpaid interest and any other amounts owing by Borrower cure period, except with respect to prepayments under this NoteSection 4(c).
(b) Upon the occurrence If Borrower or Subsidiary fails to perform any other material obligation, covenant, or agreement to Lender under this Note or any other Loan Document, or if there occurs a material event of any Insolvency Event (default, whether by Borrower or Subsidiary, under and as defined in Paragraph 6(f)(vii))any Loan Document (including, all of Borrower’s obligations under this Note (including without limitation, any accrued and unpaid interest and Collateral Document) or in any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payableagreement, without notice document, or demand, and Borrower hereby expressly waives instrument that has been given or in the future is given to Lender to evidence or secure any such notice or demand, notwithstanding anything to the contrary contained hereinLender Indebtedness.
(c) If any payment owing from warranty or representation that Borrower or Subsidiary has made or in the future makes to Lender under in this Note is not received by Lender within five (5) days following its due dateor any other Loan Document, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and have been false in any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereundermaterial respect when made.
(d) ▇▇▇▇▇▇▇▇ recognizes that If Borrower or Subsidiary dissolves, becomes insolvent, or makes an assignment for the benefit of creditors.
(e) If any failure Collateral Document shall for any reason fail to create a valid and perfected first priority security interest or mortgage lien on any Collateral, except as permitted by Borrower the terms of such Collateral Document or due to timely make any act or omission by Lender; if any Collateral Document shall fail to remain in full force and effect without the payments provided for hereinconsent of Lender; if Borrower, Subsidiary, or any Affiliate of Borrower or Subsidiary takes any action to discontinue or to assert the invalidity or unenforceability of any Collateral Document; or if any action by any other Event party successfully discontinues or successfully asserts the invalidity or unenforceability of Default hereunderany such Collateral Document, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, guaranty that now or in the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate future secures payment of all or any part of the damages and costs to Lender Indebtedness is terminated or limited for any reason without the written consent of Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes If any material provision in any other Loan Document shall for any reason cease to be valid, binding, and enforceable in accordance with its terms; if Borrower, Subsidiary, or any Affiliate of Borrower or Subsidiary takes any action to discontinue or to assert the invalidity or unenforceability of other Loan Document; or if any action by any other party successfully discontinues or successfully asserts the invalidity or unenforceability of any such Loan Document.
(g) If Borrower defaults in the payment of any Indebtedness that Borrower at any time owes to any third party aggregating more than $5,000 and such default entitles the holder of the Indebtedness to accelerate Indebtedness of Borrower in excess of $50,000. If an Event of Default is capable of being cured, then Borrower may cure the same during the thirty-day period that begins on the date on which Borrower receives notice from Lender, or otherwise has actual knowledge, of the event (the “Cure Period”). An Event of Default will not be deemed to have occurred as a result of an event during the Cure Period for that event or, if the event is cured during the Cure Period, thereafter. Notwithstanding anything else, no notice shall be required, and Borrower shall have no cure rights, with respect to a failure to perform any obligation set forth in Sections 13(c)(1), (n) or (o) of this Note:Note or any failure that is not capable of being cured.
(1) a voluntary or involuntary case in bankruptcy, receivership, or insolvency is at any time begun by or against Borrower or Subsidiary and, if involuntary, is not dismissed within 60 days, or (2) any levy, writ of attachment, garnishment, execution, or similar process is issued against or placed upon any property of Borrower or Subsidiary (other than with respect to a Permitted Lien) and is not terminated or released within 60 days, then all Indebtedness that this Note evidences and all other Lender Indebtedness and other obligations that Borrower then owes to Lender shall automatically and without notice or demand, which Borrower waives, become immediately due and payable.
Appears in 1 contract
DEFAULT AND ACCELERATION. (a) Upon At the occurrence option of Holder and during the continuance regardless of any Event of Defaultprior forbearance, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations all sums remaining unpaid under this Note to be will become immediately due and payable upon the occurrence of any of the following events, unless cured within the applicable notice period, if any:
(including a) Nonpayment by Maker of any accrued and unpaid of any principal or interest and any other amounts payment owing by Borrower under Maker to Holder within Ten (10) days after the date when due and such default is not cured within Fifteen (15) days of receipt by Maker of written notice of such default by Holder of this Note).Promissory Note or Holder’s authorized representative; or
(b) Upon Default in the occurrence due observance or performance of any Insolvency Event (as defined covenant, condition or agreement on the part of Maker in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Promissory Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such default is not cured within Thirty (30) days of receipt by Maker of written notice of such default by Holder or demand, notwithstanding anything to the contrary contained herein.Holder’s authorized representative; or
(c) If Maker is adjudicated a bankrupt or insolvent, or consents to the appointment of a receiver, trustee or liquidator of itself or of any payment owing from Borrower to Lender material part of its property, makes a general assignment for the benefit of creditors, or files a voluntary petition seeking reorganization, liquidation or any other arrangement in a proceeding under this Note any applicable bankruptcy or insolvency law (as now or hereafter in effect) (unless such proceeding is not received by Lender dismissed within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent of receipt by Maker of written notice of such default); or
(4%d) of the overdue amount A petition against Maker in a proceeding under any bankruptcy law (as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender now or hereinafter in effect) is filed and is not dismissed within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty Thirty (30) days after such filing, or, in case the date incurred shall be an Event approval of Default hereunder.
such petition by a court of competent jurisdiction is required, is filed and approved by such a court as properly filed and such approval is not withdrawn or the proceeding dismissed within Thirty (d30) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for hereindays thereafter, or any other Event of Default hereunderif, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with under the provisions of this Note), and shall not prevent Lender from exercising any other rights similar law providing for reorganization or winding up of corporations and remedies available which may apply to Lender.
(e) No failure Maker any court of competent jurisdiction, custody or delay on the control of Maker or of any material part of Lender in exercising any right its property and such jurisdiction, custody or remedy under this Note control is not relinquished or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
terminated within Thirty (f30) For purposes of this Note:days thereafter; or
Appears in 1 contract
DEFAULT AND ACCELERATION. (a) Upon The principal unpaid balance, plus accrued interest, shall, at the occurrence and during option of the continuance Bank or any holder of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at lawbecome due and payable without notice or demand upon the happening of any one or more of the Events of Default defined in the Loan Agreement. In the event that any amount due under this Note is reduced to judgment, or if Borrower fails to make any payment provided for in equity:
(i) Borrower this note when due, after the expiration of all applicable cure periods, or if any of the other Events of Default described above shall pay interest on occur and such Event of Default is note cured as allowed by the outstanding principal and interest at an interest rate equal to Loan Agreement, the Default Rate.
(ii) Lender Bank, or any holder of this Note, may, at its option, take such action, without notice or demand, that Lender deems advisable to protect option declare the unpaid balance of principal and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately the accrued unpaid interest due and payable (including any although the time of maturity as expressed herein shall not have arrived, and, regardless whether the Bank so accelerates, the total of the unpaid balance of principal and the then accrued and unpaid interest and any other amounts owing by Borrower under this Note).
shall then begin accruing interest at the Effective Interest Rate stated in Section 2(b) above, plus five percent (b5%) Upon the occurrence of any Insolvency Event per annum (as defined in Paragraph 6(f)(vii)"Default Rate"), all until such time as the Event of Borrower’s Default in question has been cured. At that time, the interest rate will revert to the Effective Interest Rate. Borrower acknowledges that the effect of this Default Rate provision could operate to compound some of the interest obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demanddue, and Borrower hereby expressly waives any consents to such notice or demand, notwithstanding anything compounding should it occur and to the contrary contained herein.
compounding of interest in general (cto the full extent allowed by NRS Section 99.050). In addition to the Default Rate, and all other fees due hereunder, for each payment not made within fifteen (15) If any payment owing from days of the due date therefor, Borrower will pay Bank a "late fee" equal to Lender under this Note is not received by Lender within five percent (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (payment due. Upon the “Late Charge”). The Late Charge shall be paid to Lender within five (5imposition of the Default Rate, Bank may at its sole i) days after recalculate the date incurred, monthly principal and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the interest payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, using the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, poweramortization period set forth above, or remedy given to Lender by ii) require the terms of this Note or by Borrower pay additional interest accruing under the terms of any other agreement executed in connection Default Interest Rate monthly with or securing this Note is intended to be exclusive of any other right, powerits regular monthly principal and interest payment, or remedy, and each and every iii) require that Borrower pay all such right, power, default interest rate on or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by before the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerMaturity Date as an additional "balloon" payment.
(f) For purposes of this Note:
Appears in 1 contract
DEFAULT AND ACCELERATION. Each of the following is an "Event of Default" under this Note:
(a) Upon If Borrower defaults in the occurrence and during payment of the continuance principal or interest of any Event Loan or if Borrower or any Guarantor defaults in the payment of Default, and at any time and from time to time thereafter, in addition to principal or interest of any other rights Lender Indebtedness, within five days of the date when due, whether by acceleration or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note)otherwise.
(b) Upon If Borrower fails to perform any of its other obligations under, or to comply with any of the occurrence terms, conditions, and covenants that are contained in, this Agreement, any Rate Management Agreement, or any other Loan Document or other agreement, document, or instrument that Borrower has given or in the future gives to Lender to secure any Lender Indebtedness, or if there occurs any other event of default, whether by Borrower, any Insolvency Event Guarantor, or any third party (other than Lender and its Affiliates), as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and Loan Document or in any other amounts owing by Borrower under this Note) agreement, document, or instrument that has been given or in the future is given to Lender to secure any Lender Indebtedness, and such failure or default continues for a period of 20 days after notice from Lender, except that such notice shall immediately and automatically become due and payable, without notice or demandnot be required, and Borrower hereby expressly waives shall have no cure rights, with respect of any such notice default under any Section of this Note or demand, notwithstanding anything to the contrary contained hereinany default that is not capable of being cured.
(c) If Borrower defaults in the payment of any payment owing from Indebtedness that Borrower at any time owes to Lender under this Note is not received by Lender within five (5) days following any other Person or Persons aggregating more than $500,000.00 and the Person or Persons holding such Indebtedness elects to accelerate such Indebtedness before its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount stated maturity as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event result of Default hereundersuch default.
(d) ▇▇▇▇▇▇▇▇ recognizes that If any failure by Borrower to timely make the payments provided for hereinstatement, warranty, or representation that Borrower makes in this Note or any statement, warranty, or representation that Borrower has made or in the future makes in any other Event of Default hereunderLoan Document, will cause Lender to incur costs not contemplated by certificate, report, or other document, instrument, or agreement that is delivered under this Note or in connection with any Lender Indebtedness is false or inaccurate in any material respect when made.
(e) If any Collateral Document for any reason fails to create a valid and perfected first priority security interest or mortgage lien on any Collateral, except as permitted by the terms of such Collateral Document; if any Collateral Document fails to remain in full force and effect; or if any action is taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, guaranty that now or in the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate future secures payment of all or any part of the damages and costs to Lender, considering all Lender Indebtedness is terminated or limited for any reason without the circumstances existing on the date written consent of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Term Loan Agreement (Twinlab Consolidated Holdings, Inc.)
DEFAULT AND ACCELERATION. 5.01 Any or all of the Liabilities of the Borrower to the Lender shall, at the option of the Lender and notwithstanding any time or credit allowed by any instrument evidencing a Liability, be immediately due and payable without notice or demand upon the occurrence of any of the following events of default (each an "Event of Default"):
(a) Upon Subject to the occurrence and during right of the continuance Company to grant a parity security interest in the Collateral in connection with a Subsequent Financing, as further described in Section 5.2 of any Event of Defaultthe Loan Agreement, and the security interest granted to the Lender in the Collateral shall, at any time after the execution and from time to time thereafterdelivery of this Agreement, in addition to for any other rights or remedies available to Lender under this Notereason, at law, or in equity:
ceases (i) Borrower shall pay to create a valid and perfected first priority security interest on in all or a substantial portion of the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; Collateral including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (event which would cause a lien creditor, as that term is defined in Paragraph 6(f)(vii))Section 9-102 of the Uniform Commercial Code, all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing to take priority over advances made by Borrower under this Note) shall immediately and automatically become due and payable, without notice Lender; the filing against or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything relating to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of a federal tax lien in favor of the overdue amount as a late charge (United States of America or any political subdivision of the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event United States of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for hereinAmerica, or the filing against or relating to the Borrower of a state tax lien in favor of any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate state of the damages and costs to Lender, considering all the circumstances existing on the date United States of this Note. The parties further agree that proof of actual damages would be costly America or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver political subdivision of any such right state; (ii) this Agreement shall cease to be in full force and effect or remedy. No right, powershall be declared null and void, or remedy given to Lender the validity or enforceability hereof shall be contested by the terms Borrower; or (iii) any guarantor of this Note the Liabilities denies it has any further liability or by the terms obligation with respect to such Liabilities or terminates its guaranty or fails to honor any of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every its Liabilities under such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerguaranty.
(f) For purposes The occurrence of an Event of Default under the Loan Agreement after the expiration of any applicable grace period.
5.02 Upon the occurrence of, and during the continuance of, an Event of Default, the Lender shall have all the rights and remedies of a secured party under the UCC, in addition to all other rights and remedies mentioned in this Note:Agreement. Unless otherwise provided by law, the Lender may require the Borrower to assemble any tangible personal property constituting Collateral and make it available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties.
5.03 The Borrower hereby grants to the Lender a nonexclusive irrevocable license in connection with the Lender's exercise of its rights hereunder, to use, apply and affix any trademark, trade name, logo or the like in which the Borrower now or hereafter has rights, which license may be used upon the occurrence of any of the Events of Default, or upon demand, if applicable.
Appears in 1 contract
DEFAULT AND ACCELERATION. (Any one or more of the following events shall constitute a default hereunder and under the Notes:
a) Upon Borrower fails to pay any amount when due under this Agreement or the Notes delivered by Borrower pursuant to this Agreement;
b) Any representation or warranty made under this Agreement or information provided by Borrower in connection with this Agreement is or was false or fraudulent in any material respect;
c) Material adverse change occurs in Borrower’s financial condition;
d) Borrower fails to timely observe or perform any of the covenants or duties contained in this Agreement;
e) Any guaranty of Borrower’s obligation under this Agreement is revoked or becomes unenforceable for any reason;
f) Any event of default occurs under any security agreement;
g) A default by Borrower with respect to any terms or provisions of documents evidencing any other indebtedness of Borrower to Bank;
h) The Borrower shall admit in writing the inability to pay any of its debts or shall have made a general assignment for the benefit of creditors, or shall have applied for or otherwise have a receiver, trustee, or custodian appointed for any of its property or assets;
i) The occurrence and during the continuance of any Event of Defaultother event which causes the Bank, in good faith, to deem itself insecure; Then, at Bank’s option, and upon verbal or written notice to Borrower, given at any time and including after receipt from time Borrower of a request for a Loan, Bank’s obligation to time thereafter, in addition to any other rights or remedies available to Lender make Loans under this Note, at law, or in equity:
(i) Borrower Agreement shall pay interest on terminate and the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be total unpaid balance shall become immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence without presentment, demand, protest or further notice of any Insolvency Event (as defined in Paragraph 6(f)(vii))kind, all of which are hereby expressly waived by Borrower. Bank’s obligations obligation to make Loans under this Note (including any accrued Agreement shall automatically terminate and the total unpaid interest and any other amounts owing by Borrower under this Note) balance of the Notes shall immediately and automatically become due and payable, payable in the event Borrower becomes the subject of bankruptcy or other insolvency proceedings. Bank may waive any default without notice waiving any other subsequent or demand, and prior default. Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure agrees to pay the Late Charge within thirty (30) days after the date incurred shall be an Event Bank’s cost of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for hereinadministration of this Agreement, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertainincluding reasonable attorneys’ fees. Borrower hereby also agrees thatto pay all of Bank’s costs of collection, if any such event should occurbefore and after judgment, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and including reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lenderattorneys’ fees.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Loan Agreement (TomoTherapy Inc)
DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:, Maker shall be -------------------------- in "DEFAULT" under this Note if any one of the following events occurs: (a) Maker fails to make any payment of interest, principal or other amount hereunder on or before the Maturity Date; (b) Maker admits in writing Maker's inability to pay Maker's debts as such debts become due, makes a general assignment for the benefit of creditors, or files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or under any other law for the relief of, or relating to, debtors; (c) Maker commits any breach of or default under this Note or any instrument securing or otherwise assuring payment of or performance under this Note; (d) any involuntary petition is filed against Maker under any bankruptcy, reorganization, insolvency or moratorium law or under any other law for the relief of, or relating to, debtors; (e) a levy or writ of attachment or garnishment or other like judicial process is filed or issued against or upon the Maker or any of the "Collateral" (defined in Section 13 below); or (f) Holder deems itself insecure, believing that the prospect of payment under this Note is impaired or fears the Collateral is at risk of being compromised. Notwithstanding any other provision of this Note to the contrary, upon the occurrence of a Default, Holder may, at Holder's option but wit▇ ▇▇▇▇ten notice to Maker, the entire indebtedness evidenced by this Note, including the entire principal balance outstanding hereunder, any and all unpaid interest accrued thereon and any and all other amounts due and owing under this Note, shall immediately be due and payable.
Appears in 1 contract
Sources: Convertible Secured Promissory Note (Rapidtron Inc)
DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance The unpaid balance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this NoteNote shall, at lawthe option of XXX or any holder of this Note and immediately upon demand, or mature and become immediately due and payable in equity:
the event that: (i) Borrower shall pay interest on the outstanding principal fails to make any payment under this Note when due and interest at an interest rate equal such failure remains uncured 10 business days after XXX’s delivery to the Default Rate.
Borrower of written notice of such failure; (ii) Lender mayother than payment default (addressed in clause (i), at above), there is any default by Borrower of its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including or any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence security agreement, mortgage, deed of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make the payments provided for hereintrust, or any other Event of Default hereunder, will cause Lender similar agreement or instrument related to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver material inaccuracy of any Default representation or Event of Default (unless such Default or Event of Default is cured warranty made by Borrower in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right agreement or remedy. No right, powerinstrument), or remedy given any agreement, document, or instrument evidencing a grant by XXX to Lender by the terms Borrower, and such default remains uncured one calendar month after XXX’s delivery to Borrower of this Note or by the terms written notice of such default; (iii) Borrower is in material breach of any other agreement executed with XXX; or (iv) Borrower is in connection with or securing this Note is intended to be exclusive breach of any other rightagreement regarding any other credit facility with any lender other than XXX or Borrower is in breach of any other agreement regarding indebtedness for borrowed money in excess of $50,000 owed to a creditor other than XXX (in each case a "Nonbankruptcy Default"). The unpaid balance of this Note will automatically mature and become immediately payable in the event that Borrower fails to timely notify XXX that it has made a taxable expenditure, poweras described in Section 6. The unpaid balance of this Note will automatically mature and become immediately payable in the event that: (i) Borrower institutes or consents to the institution of any proceeding under any Debtor Relief Law (as defined below); (ii) Borrower makes an assignment for the benefit of creditors; (iii) Borrower applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against similar officer for Borrower or for all or any other Person. No single or partial exercise by material portion of ▇▇▇▇▇▇ of ▇▇▇'s property; (iv) any power hereunderreceiver, trustee, custodian, conservator, liquidator, or similar officer is appointed without ▇▇▇▇▇▇▇▇'s application or consent and such appointment continues undischarged or unstayed for sixty calendar days; or (v) any proceeding under any other document executed Debtor Relief Law relating to Borrower or to all or any material portion of Borrower's property is instituted without Borrower's consent and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in connection with any such proceeding (a "Bankruptcy Default") (any Bankruptcy Default or securing Nonbankruptcy Default, a "Default"). The receipt by XXX, or by any holder of this Note, shall preclude other or further exercise thereof or the exercising of any other powerpayment after the occurrence of a Default will not constitute a waiver of such Default or of any rights and remedies of XXX or such holder.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Promissory Note
DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any If an Event of DefaultDefault (as defined in the Loan Agreement), other than an Event of Default described in Section 6.01(g) of the Loan Agreement has occurred and is continuing, Lender may at any time and from time to time thereaftertime, in addition to any other rights or remedies available to Lender under it pursuant to this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement, or at law, law or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or and in and to any collateral that secures this Note; of the Collateral (as defined in the Loan Agreement), including, without limitation, declaring by notice to Borrower’s obligations under this Note , declare the Debt to be immediately forthwith due and payable (including any accrued payable, whereupon such Debt shall become and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become be forthwith due and payable, without notice or presentment, demand, and Borrower protest or further notice of any kind, all of which are hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received waived by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurredBorrower, and may enforce or avail itself of any failure to pay or all rights or remedies provided in this Note, the Late Charge within thirty Loan Agreement and the Mortgage Assignment Agreement against Borrower and/or the Collateral (30) days after including selling the date incurred shall be Mortgage Loans); and upon an Event of Default hereunder.
(ddescribed in Section 6.01(g) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make of the payments provided for hereinLoan Agreement, the Debt shall automatically become and be due and payable, without presentment, demand, protest or any other Event notice of Default hereunderany kind, will cause Lender to incur costs not contemplated all of which are hereby expressly waived by Borrower. "Debt" means (a) the outstanding principal balance of this Note Note, (includingb) interest, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, default interest at the Default Rate (if applicable) and the Late Charge (if applicableas defined herein), represent a fair late charges and reasonable estimate of the damages and costs to Lenderother sums, considering all the circumstances existing on the date of as provided in this Note. The parties further agree that proof of actual damages would , the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all other monies agreed or provided to be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured paid by Borrower in accordance with the provisions of this Note), the Loan Agreement or the Mortgage Loan Assignment Agreement, and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of all sums advanced and costs and expenses incurred by Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with the Debt or securing this Note shall operate as a waiver of any such right or remedy. No rightpart thereof, powerany renewal, extension, or remedy given to Lender by change of or substitution of the terms of this Note Debt or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, powerpart thereof, or remedythe acquisition or perfection of the security therefor, and each and every such right, power, whether made or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by incurred at the terms request of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerLender.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Loan Agreement (Nb Capital Corp)
DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any Event of DefaultDefault (as hereinafter defined), Holder may, in ▇▇▇▇▇▇’s sole and absolute discretion, (i) declare the entire outstanding principal balance of the indebtedness evidenced hereby, together with all accrued and unpaid interest and other amounts payable hereunder, at once due and payable on written notice to Maker, and at (ii) exercise any time and from time to time thereafter, in addition to any other all rights or and remedies available to Lender it under applicable law, including without limitation, the right to collect from Maker all sums due under this Note. Maker agrees to pay all reasonable costs and expenses incurred by or on behalf of Holder in connection with ▇▇▇▇▇▇’s exercise of any or all of its rights and remedies under this Note and pursuant to applicable law in connection with the collection of amounts due and payable hereunder, at lawincluding without limitation, or ▇▇▇▇▇▇’s reasonable attorney’s fees and expenses. Each of the following shall constitute an “Event of Default” as such term is used in equitythis Note:
(ia) Borrower shall Maker fails to pay interest on any payment of principal, interest, or other amounts payable hereunder within five (5) business days from the outstanding principal and interest at an interest rate equal to the Default Rate.date that such payment is due;
(iib) Lender mayMaker makes or takes any action to make an assignment for the benefit of creditors, at its optionpetitions or takes any action to petition any tribunal for the appointment of a custodian, take such actionreceiver or any trustee for Maker or a substantial part of Maker’s assets, without notice or demandcommences or takes any action to commence any proceeding under any insolvency, that Lender deems advisable to protect and enforce its rights against Borrower and/or bankruptcy or debtor relief law or statute of any jurisdiction, whether now or hereafter in and to any collateral that secures this Note; effect including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii))United States Bankruptcy Code; or, all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives if there is filed any such notice petition or demandapplication, notwithstanding anything to the contrary contained herein.
(c) If or any payment owing from Borrower to Lender under this Note such proceeding is commenced against Maker which petition, application, or proceeding is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge dismissed within thirty (30) days after of its filing or commencement; or Maker by any act or omission indicates its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the date incurred shall be an Event appointment of Default hereunder.a custodian, receiver or any trustee for it or any substantial part of any of its properties, or suffers to exist any such custodianship, receivership or trusteeship;
(dc) ▇▇Maker materially breaches that certain Stock Purchase Agreement dated July 7, 2025 by and between Maker and Payee, and fails to cure such material breach within five (5) business days after receiving written notice from ▇▇▇▇▇▇ recognizes that describing the breach;
(d) Maker materially breaches any failure by Borrower to timely make the payments provided for herein, strategic collaboration agreement or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing material agreement entered into between Maker and accounting charges, loss of use of fundsHolder, and frustration Maker and fails to Lender cure such breach in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any a manner as set forth such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.agreement; or
(e) No failure Maker dissolves or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerliquidates.
(f) For purposes of this Note:
Appears in 1 contract
DEFAULT AND ACCELERATION. (a) Upon Any or all of the occurrence Obligations of the Borrower to the Bank shall, at the option of the Bank and during the continuance of any Event of Default, and at notwithstanding any time and from time to time thereafteror credit allowed by any instrument evidencing an Obligation, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon without notice or demand upon the occurrence of any Insolvency Event of the following events of default, which in the case of a default in payment to the Bank has not been cured by Borrower within ten (as defined 10) days of its receipt of written notice from Bank and which in Paragraph 6(f)(vii)), all the case of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing default has not been cured by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after of its receipt of written notice from Bank:
5.01 Default in the date incurred shall be payment or performance, when due or payable, of any Obligation of the Borrower, or of any endorser, guarantor or surety for any Obligation of the Borrower to the Bank;
5.02 Failure of the Borrower to pay when due any tax unless Borrower has filed an Event extension or otherwise contested the same in good faith;
5.03 The service upon the Bank of Default hereundera writ in which the Bank is named as Trustee for Borrower or any guarantor or surety for Borrower.
5.04 An injunction or attachment against property of the Borrower remaining undischarged for a period of thirty (d30) ▇▇▇▇▇▇▇▇ recognizes that days;
5.05 Calling of a meeting of creditors, appointment of a committee of creditors or liquidating agents, or offering a composition or extension to creditors by, for, or of the Borrower, or application by the Borrower for or consent to the appointment of a receiver or trustee of the Borrower;
5.06 The Borrower or any failure guarantor admitting in writing its inability to pay its debts as they mature; the filing or institution by or against the Borrower or by an endorser, guarantor, or surety for any Liability of the Borrower to timely make the payments provided Bank, of a petition in bankruptcy, or of any other proceedings under federal or state law relating to bankruptcy, insolvency, the relief of debtors, or the readjustment, reorganization, or extension of any indebtedness of the Borrower.
5.07 Such a change in the condition or affairs (financial or otherwise) of the Borrower or of any endorser, guarantor, or surety for hereinany Obligation of the Borrower to the Bank as, in the reasonable opinion of a duly authorized lending officer of the Bank, materially impairs the Bank's security or materially increases its risk, including the liquidation, termination, dissolution or death of any Borrower or Guarantor; or
5.08 The material breach by the Borrower of any warranty, representation, or agreement contained in this Agreement, or any other Event of Default hereunder, will cause Lender agreement relative to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, loans secured hereby; or if any such event should occurwarranty, the Default Rate (if applicable) and the Late Charge (if applicable)representation, represent a fair and reasonable estimate of the damages and costs to Lenderagreement, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly report, certificate, financial statement, or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed instrument furnished in connection with this Agreement or securing this Note the borrowings secured hereby shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended prove to be exclusive of false or misleading in any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powermaterial respect.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Security Agreement (First New England Dental Centers Inc)
DEFAULT AND ACCELERATION. Any one or more of the following events shall constitute an event of default (collectively "Events of Default", each an "Event of Default"):
(a) Upon should any sum of principal, interest or other amount evidenced by the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at lawor any sum due under the Reimbursement Agreement, or in equity:
(i) Borrower shall pay interest not be paid on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately date when it becomes due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence such default continues for a period of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within more than five (5) days after written notice; or
(b) should Mortgagor default under the date incurredterms of the Note or the Reimbursement Agreement (other than the terms set forth in (a) above), and any failure to pay the Late Charge within thirty such default continues for a period of more than ten (3010) days after the date incurred written notice; or
(c) should Mortgagor default under any obligation or covenant of this Mortgage and such default continues for a period of more than ten (10) days after written notice.
(a) Mortgagor shall be in default under this Mortgage, and all obligations secured under the Mortgage and due under the Note and/or Reimbursement Agreement shall immediately become due and payable without further notice to Mortgagor; (b) upon demand by Mortgagee, Mortgagor shall pay to Mortgagee, in addition to all other payments specifically required under the Note and the Reimbursement Agreement, in monthly installments, at the times and in the amounts required by Mortgagee from time to time, sums which when cumulated will be sufficient to pay one month prior to the time the same become delinquent, all taxes which are or may become a lien affecting the Mortgaged Property and the premiums for any policies of insurance to be obtained and maintained in connection with Mortgagee's loan to Mortgagor (all such payments to be held in a cash collateral account as additional security for the secured obligations); and
(c) Mortgagee may, without notice to or demand upon Mortgagor, which are expressly waived by Mortgagor (except for notices or demands otherwise required by applicable laws to the extent not effectively waived by Mortgagor and any notices or demands specified below), and without releasing Mortgagor from any of its obligations, exercise any one or more of the following remedies as Mortgagee may determine:
1. Mortgagee may, either directly or through an agent or court appointed receiver, and without regard to the adequacy of any security for the secured obligations:
(i) enter, take possession of, manage, operate, protect, preserve and maintain, and exercise any other rights of an owner of, the Mortgaged Property, and use any other properties or facilities of Mortgagor relating to the Mortgaged Property, all without payment of rent or other compensation to Mortgagor;
(ii) make, cancel, enforce or modify leases, obtain and evict tenants, fix or modify rents and, in its own name or in the name of Mortgagor, otherwise conduct any business of Mortgagor in relation to the Mortgaged Property and deal with Mortgagor's creditors, debtors, tenants, agents and employees and any other persons having any relationship with Mortgagor in relation to the Mortgaged Property, and amend any contracts between them, in any manner Mortgagee may determine;
(iii) either with or without taking possession of the Mortgaged Property, notify obligors on any rights that all payments and other performance are to be made and rendered directly and exclusively to Mortgagee, and in its own name supplement, modify, amend, renew, extend, accelerate, accept partial payments or performance on, make allowances and adjustments and issue credits with respect to, give approvals, waivers and consents under, release, settle, compromise, compound, ▇▇▇ for, collect or otherwise liquidate, enforce or deal with any rights, including collection of amounts past due and unpaid (Mortgagor agreeing not to take any such action after the occurrence of an Event of Default hereunderwithout prior written authorization from Mortgagee);
(iv) endorse, in the name of Mortgagor, all checks, drafts and other evidence of payment relating to the Mortgaged Property, and receive, open and dispose of all mail addressed to Mortgagor and notify the postal authorities to change the address for delivery of such mail to such address as Mortgagee may designate; and
(v) take such other action as Mortgagee deems appropriate to protect the security of this Mortgage.
(d) ▇▇▇▇▇▇▇▇ recognizes that 2. Mortgagee may foreclose this Mortgage either by sale at public outcry or by proceedings in law or equity, and Mortgagee may become the purchaser at any failure foreclosure sale if the highest bidder, and, in the event of sale at public outcry, Mortgagee may sell or cause to be sold, all and singular, the Mortgaged Property and all the estate, right, title and interest, claim and demand therein, such sales or sales to be made at public outcry at the North door of the courthouse of the county in which the Mortgaged Property is located at such time or times and upon such terms as may be required by Borrower law or as Mortgagee may determine, after having first given notice of the time, place, terms of sale, together with the description of the property to timely make be sold, by publication once a week for three consecutive weeks prior to said sale in any newspaper then published in the payments provided for hereincounty in Alabama in which the Real Property is located, and after giving such other notice of the time, place and terms of sale as may be required by law. In the event of a sale hereunder, Mortgagee or owners of the debt and Mortgage, or the auctioneer, shall execute to the purchaser for and in the name of Mortgagor, a good and sufficient deed to the Mortgaged Property. Mortgagee may sell such property either as a whole or in separate parcels and in such order as Mortgagee may direct (Mortgagor waiving any other Event right to direct the order of Default hereundersale), will cause Lender at public auction to incur costs not contemplated the highest bidder for cash in lawful money of the United States (or cash equivalents acceptable to Mortgagee to the extent permitted by this Note (includingapplicable law), without limitation, processing payable at the time of sale. Mortgagee may postpone the sale of all or any part of the Mortgaged Property by public announcement at such time and accounting charges, loss place of use of fundssale, and frustration from time to Lender in meeting time after any such postponement may postpone such sale by public announcement at the time fixed by the preceding postponement. Mortgagee shall deliver to the purchaser at such sale its other financial commitments)deed conveying the property so sold, but without any covenant or warranty, express or implied, and the recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Mortgagee, may purchase at such sale, and any bid by Mortgagee may be, in whole or in part, in the form of cancellation of all or any part of the secured obligations.
3. With respect to any personal property of Mortgagor, Mortgagee shall have in any jurisdiction where enforcement of this Mortgage is sought all remedies of a secured party under the UCC and may require Mortgagor, on demand, to assemble all such personal property and make it available to Mortgagee at places that Mortgagee may select that are reasonably convenient for both parties, whether at the damages caused thereby would premises of Mortgagor or elsewhere.
4. Mortgagee may proceed to protect, exercise and enforce any and all other remedies provided under the Note or the Reimbursement Agreement or by applicable laws. All proceeds of collection, sale or other liquidation of the Mortgaged Property shall be extremely difficult applied first to all costs, fees, expenses and impractical other amounts (including interest) payable by Mortgagor under Paragraph 16 of this Mortgage and to ascertain. Borrower hereby agrees thatall other secured obligations not otherwise repaid in such order and manner as Mortgagee may determine, and the remainder, if any such event should occurany, to the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate person or person legally entitled thereto. Each of the damages remedies provided in this Mortgage is cumulative and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note)exclusive of, and shall not prevent Lender from exercising prejudice, any other rights and remedies available to Lender.
(e) No failure remedy provided in this Mortgage or delay on the part of Lender in exercising any right or remedy under this Note by applicable laws or under any other agreement executed loan document between the parties. Each remedy may be exercised from time to time as often as deemed necessary by Mortgagee, and in connection with or securing this Note shall operate such order and manner as a waiver of any such right or remedyMortgagee may determine. No right, power, or remedy given to Lender by the terms of this Note or by the terms This Mortgage is independent of any other agreement executed security for the secured obligations, and upon the occurrence of an Event of Default, Mortgagee may proceed in connection with or securing the enforcement of this Note is intended to be exclusive Mortgage independently of any other right, power, remedy that Mortgagee may at any time have with respect to the Mortgaged Property or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower secured obligations or any other Personsecurity. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunderMortgagor, or under for itself and for any other document executed in connection with person claiming by or securing this Notethrough Mortgagor, shall preclude other waives, to the fullest extent permitted by applicable laws, all rights to require a marshalling of assets by Mortgagee or further exercise thereof to require Mortgagee to first resort to any particular portion of the Mortgaged Property or the exercising of any other powersecurity (whether such portion shall have been retained or conveyed by Mortgagor) before resorting to any other portion, and all rights of redemption, stay and appraisal.
(f) For purposes of this Note:
Appears in 1 contract
Sources: Mortgage and Security Agreement (Peaches Entertainment Corp)
DEFAULT AND ACCELERATION. In the event Minimum Rent and additional rent have not been received by the tenth (a10th) Upon day of the occurrence and during month, Tenant’s account may, at the continuance option of any Event of DefaultLandlord, be transferred to an attorney for collection, and at any time and from time to time thereafter, in addition to the costs and charges described above, Tenant shall also be responsible for the payment of all associated legal expenses incurred therefrom, including but not limited to attorney’s fees and court costs. In the event of any other rights or remedies available failure to Lender under this Notepay any rents, at lawadditional rents, or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice other charges or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender sums within five (5) days after the date incurred, and written notice of such default; or any failure to pay perform any other of the Late Charge within thirty terms, conditions or covenants of this Lease to be observed or performed by Tenant for more than ten (3010) days after the date incurred written notice of such other default shall be have been given to Tenant; or if Tenant or an Event agent of Default hereunder.
(d) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower Tenant shall falsify or fail to timely make the payments provided for herein, or submit any other Event of Default hereunder, will cause Lender report required to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration be furnished to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical Landlord pursuant to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender by the terms of this Note Lease and such failure shall continue beyond ten (10) days after written notice thereof; or should Tenant fail to open for business, fully fixtured, stocked and staffed within 90 days after the commencement date of this lease or suffer this Lease to be taken under any writ of execution or in bankruptcy or receivership; then Landlord, notwithstanding all other rights or remedies it may have by law and in equity, shall have the right: (a) to declare all rent and other payments for the entire unexpired term of this Lease at once due and payable and if not paid forthwith upon Landlord’s demand then to resort to legal process for collection of all accelerated payments due under this Lease; or (b) to terminate this Lease and resort to legal process for collection of damages and/or eviction; or (c) to re-enter and attempt to relet without terminating this Lease and remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without Landlord’s being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby, except as caused by the terms gross negligence or willful misconduct of any other agreement executed Landlord, its agents, employees, contractors, invitees or licensees. Landlord shall also be entitled to recover from Tenant all costs, expenses and reasonable attorneys incurred in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power Tenant’s default hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power.
(f) For purposes of this Note:
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DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any If an Event of DefaultDefault (as defined in the Loan Agreement), other than an Event of Default described in Section 6.1(g) of the Loan Agreement has occurred and is continuing, Lender may at any time and from time to time thereaftertime, in addition to any other rights or remedies available to Lender under it pursuant to this Note, the Loan Agreement and the Mortgage Loan Assignment Agreement, or at law, law or in equity:
(i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.
(ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or and in and to any collateral that secures this Note; of the Collateral (as defined in the Loan Agreement), including, without limitation, declaring by notice to Borrower’s obligations under this Note , declare the Debt to be immediately forthwith due and payable (including any accrued payable, whereupon such Debt shall become and unpaid interest and any other amounts owing by Borrower under this Note).
(b) Upon the occurrence of any Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become be forthwith due and payable, without notice or presentment, demand, and Borrower protest or further notice of any kind, all of which are hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein.
(c) If any payment owing from Borrower to Lender under this Note is not received waived by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the “Late Charge”). The Late Charge shall be paid to Lender within five (5) days after the date incurredBorrower, and may enforce or avail itself of any failure to pay or all rights or remedies provided in this Note, the Late Charge within thirty Loan Agreement and the Mortgage Assignment Agreement against Borrower and/or the Collateral (30) days after including selling the date incurred shall be Mortgage Loans); and upon an Event of Default hereunder.
(ddescribed in Section 6.1(g) ▇▇▇▇▇▇▇▇ recognizes that any failure by Borrower to timely make of the payments provided for hereinLoan Agreement, the Debt shall automatically become and be due and payable, without presentment, demand, protest or any other Event notice of Default hereunderany kind, will cause Lender to incur costs not contemplated all of which are hereby expressly waived by this Note Borrower. "Debt" means (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that a) the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date outstanding principal balance of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of , (b) interest, default interest at the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured Rate, late charges and other sums, as provided in accordance with the provisions of this Note), the Loan Agreement or the Mortgage Loan Assignment Agreement, (c) all other monies agreed or provided to be paid by Borrower in this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, and shall not prevent Lender from exercising any other rights and remedies available to Lender.
(e) No failure or delay on the part of all sums advanced and costs and expenses incurred by Lender in exercising any right or remedy under this Note or under any other agreement executed in connection with the Debt or securing this Note shall operate as a waiver of any such right or remedy. No rightpart thereof, powerany renewal, extension, or remedy given to Lender by change of or substitution of the terms of this Note Debt or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive of any other right, powerpart thereof, or remedythe acquisition or perfection of the security therefor, and each and every such right, power, whether made or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by incurred at the terms request of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by ▇▇▇▇▇▇ of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other powerLender.
(f) For purposes of this Note:
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Sources: Loan Agreement (Nb Capital Corp)