Common use of Rights and remedies of Administrative Agent Clause in Contracts

Rights and remedies of Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, at its option and notwithstanding any contrary provisions in the Loan Documents, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever, do one or more of the following: (a) Administrative Agent may declare the entire unpaid principal balance of the Indebtedness, together with all interest thereon, to be due and payable immediately. (b) Administrative Agent may (i) institute and maintain an action of mortgage foreclosure against the Premises and the interests of Borrower therein, (ii) institute and maintain an action on any instruments evidencing the Indebtedness or any portion thereof, and (iii) take such other action at law or in equity for the enforcement of any of the Loan Documents as the law may allow, and in each such action Administrative Agent shall be entitled to all costs of suit and attorney fees. (c) Administrative Agent may, in its sole and absolute discretion, and without releasing Borrower or any other obligor or guarantor from any obligation under any of the Loan Documents and without waiving any Event of Default: (i) collect any or all of the Rents and Profits, including any Rents and Profits past due and unpaid, (ii) perform any obligation or exercise any right or remedy of Borrower under any lease, or (iii) enforce any obligation of any tenant of any of the Premises. Administrative Agent may exercise any right under this subsection (c) whether or not Administrative Agent shall have entered into possession of any of the Mortgaged Property, and nothing herein contained shall be construed as constituting Administrative Agent a “mortgagee in possession”, unless Administrative Agent shall have entered into and shall continue to be in actual possession of the Premises. (d) Borrower hereby authorizes and directs each and every present and future tenant of any of the Premises to pay all Rents and Profits directly to Administrative Agent and to perform all other obligations of that tenant for the direct benefit of Administrative Agent, as if Administrative Agent were the landlord under the lease with that tenant, immediately upon receipt of a demand by Administrative Agent to make such payment or perform such obligations. Borrower hereby waives any right, claim or demand it may now or hereafter have against any such tenant by reason of such payment of Rents and Profits or performance of obligations to Administrative Agent, and any such payment or performance to Administrative Agent shall discharge the obligations of the tenant to make such payment or performance to Borrower. Borrower shall indemnify Administrative Agent and hold Administrative Agent harmless from and against any and all claims, liability, damage, cost and expense (including attorney’s fees) which may be asserted against or incurred by Administrative Agent by reason of any obligations of Borrower to perform any provision of any lease. Administrative Agent may apply the Rents and Profits received by Administrative Agent to the payment of any one or more of the following, in such order and amounts as Administrative Agent, in its sole discretion, may elect, whether or not the same be then due: the Indebtedness, liens on any of the Premises, impositions, claims, insurance premiums, other carrying charges, invoices of persons who at any time have supplied goods or services to or for the benefit of any of the Premises, and all other costs and expenses of maintenance, repair, restoration, management, operation, ownership, use, leasing, occupancy, protection, security, insurance, alteration or improvement of any of the Premises, costs of enforcing Administrative Agent’s rights under the Loan Documents, including any foreclosure sale hereunder, and including all attorneys fees and costs. Administrative Agent may, in its sole discretion, determine the method by which, and extent to which, the Rents and Profits will be collected and obligations of tenants enforced; and Administrative Agent may waive or fail to perform or enforce any provision of any lease. Administrative Agent shall not be accountable for any Rents and Profits or other sums it does not actually receive. Borrower hereby appoints Administrative Agent as its attorney-in-fact effective upon an Event of Default to perform all acts which Borrower is required or permitted to perform under any and all leases. (e) Administrative Agent may, without releasing Borrower or any obligor or guarantor of any of the Indebtedness from any obligations under any of the Loan Documents and without waiving any Event of Default, enter upon and take possession of the Premises or any portion thereof, with or without legal action and by force if necessary, or have a receiver appointed without proof of depreciation or inadequacy of the value of the Premises, the insolvency of Borrower, or any other proof. Administrative Agent or said receiver may manage and operate the Premises, make, cancel, enforce or modify the leases or any of them, obtain and evict tenants, establish or change the amount of any Rents and Profits, and perform any acts and advance any sums which Administrative Agent deems proper to protect the security of this Mortgage, all such sums to be payable on demand, together with interest thereon at the default rate specified in Section 2.7 of the Credit Agreement, from the date of such demand, and such sums and interest to be secured by this Mortgage. (f) Administrative Agent may take possession of the Premises or any portion thereof, and may use and deal with the same to the same extent as Borrower is entitled to so do and may sell the same pursuant to law and exercise such other rights and remedies with respect to the same as may be provided by law, and file such continuation statements which it deems desirable.

Rights and remedies of Administrative Agent. Upon the occurrence and during the continuance of (a) If an Event of DefaultDefault shall have occurred and be then continuing, Administrative Agent may, at its option and notwithstanding any contrary provisions in shall have the Loan Documentsright, without further noticedemand of performance or other demand, presentment, protest, advertisement or notice of intent any kind (except any notice required by law referred to acceleratebelow or otherwise required hereby), notice of acceleration, demand or action of any nature whatsoever, do one or more of the following: (a) Administrative Agent may declare the entire unpaid principal balance of the Indebtedness, together with all interest thereon, to be due and payable immediately. (b) Administrative Agent may (i) institute to foreclose, collect, receive, appropriate and/or realize upon the Collateral and maintain an action of mortgage foreclosure against the Premises and the interests of Borrower therein, (ii) institute and maintain an action on any instruments evidencing the Indebtedness or any portion thereof, and (iii) take such other action at law or in equity for the enforcement of any of the Loan Documents as the law may allow, and in each such action Administrative Agent shall be entitled to all costs of suit and attorney fees. (c) Administrative Agent may, in its sole and absolute discretion, and without releasing Borrower or any other obligor or guarantor from any obligation under any of the Loan Documents and without waiving any Event of Default: (i) collect any or all of the Rents and Profits, including any Rents and Profits past due and unpaid, (ii) perform any obligation or exercise any right or remedy of Borrower under any lease, or (iii) enforce any obligation of any tenant of any of the Premises. Administrative Agent may exercise any right under this subsection (c) whether or not Administrative Agent shall have entered into possession of any of the Mortgaged Property, and nothing herein contained shall be construed as constituting Administrative Agent a “mortgagee in possession”, unless Administrative Agent shall have entered into and shall continue to be in actual possession of the Premises. (d) Borrower hereby authorizes and directs each and every present and future tenant of any of the Premises to pay all Rents and Profits directly to Administrative Agent and to perform all other obligations of that tenant for the direct benefit of Administrative Agent, as if Administrative Agent were the landlord under the lease with that tenant, immediately upon receipt of a demand by Administrative Agent to make such payment or perform such obligations. Borrower hereby waives any right, claim or demand it may now or hereafter have against any such tenant by reason of such payment of Rents and Profits or performance of obligations to Administrative Agent, and any such payment or performance to Administrative Agent shall discharge the obligations of the tenant to make such payment or performance to Borrower. Borrower shall indemnify Administrative Agent and hold Administrative Agent harmless from and against any and all claims, liability, damage, cost and expense (including attorney’s fees) which may be asserted against or incurred by Administrative Agent by reason of any obligations of Borrower to perform any provision of any lease. Administrative Agent may apply the Rents and Profits received by Administrative Agent application thereof to the payment of any one or more of the followingGuaranteed Obligations, in such order and amounts as Administrative Agent, in its sole discretion, may elect, subject to the provisions of the Loan Documents and (ii) to exercise all rights and remedies of a secured party under the UCC (whether or not the same UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be then due: asserted, including, without limitation, the Indebtednessright, liens on to the maximum extent permitted by law, to exercise all consensual and other powers of ownership pertaining to the Collateral as if Administrative Agent was the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right). (b) The rights of Administrative Agent under this Agreement shall not be conditioned or contingent upon the pursuit by Administrative Agent or Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the PremisesGuaranteed Obligations or against any other security therefor, impositions, claims, insurance premiums, other carrying charges, invoices guarantee thereof or right of persons who at any time have supplied goods or services to or for the benefit of any of the Premises, and all other costs and expenses of maintenance, repair, restoration, management, operation, ownership, use, leasing, occupancy, protection, security, insurance, alteration or improvement of any of the Premises, costs of enforcing Administrative Agent’s rights under the Loan Documents, including any foreclosure sale hereunder, and including all attorneys fees and costs. Administrative Agent may, in its sole discretion, determine the method by which, and extent to which, the Rents and Profits will be collected and obligations of tenants enforced; and Administrative Agent may waive or fail to perform or enforce any provision of any leaseoffset with respect thereto. Administrative Agent shall not be accountable liable for any Rents failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall they be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Guaranteed Obligations and Profits payment of all amounts owed on the Note and in respect of the Loan (exclusive of any indemnification or other sums it does not actually receive. Borrower hereby appoints obligations which are expressly stated in any of the Loan Documents to survive repayment of the Loan and satisfaction of the Note), the Collateral shall be released, in accordance with the terms of the Loan Agreement. (d) Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of any of its attorney-in-fact effective upon an Event rights hereunder, and neither Administrative Agent nor any of Default its officers, directors or employees shall be responsible to perform all acts which Borrower is required Pledgor for any act or permitted failure to perform under any and all leasesact hereunder, except for its own gross negligence or willful misconduct. (e) If Pledgor fails to perform or comply with any of its agreements contained herein within any applicable grace period with respect thereto provided for herein or in the Loan Agreement, and Administrative Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable out-of-pocket expenses of Administrative Agent may, without releasing Borrower incurred in connection with such performance or any obligor or guarantor of any of the Indebtedness from any obligations under any of the Loan Documents and without waiving any Event of Default, enter upon and take possession of the Premises or any portion thereof, with or without legal action and by force if necessary, or have a receiver appointed without proof of depreciation or inadequacy of the value of the Premises, the insolvency of Borrower, or any other proof. Administrative Agent or said receiver may manage and operate the Premises, make, cancel, enforce or modify the leases or any of them, obtain and evict tenants, establish or change the amount of any Rents and Profits, and perform any acts and advance any sums which Administrative Agent deems proper to protect the security of this Mortgage, all such sums to be payable on demandcompliance, together with interest thereon at the default rate specified in Section 2.7 of the Credit Agreement, from the date of Default Rate if such expenses are not paid within ten (10) Business Days after written demand, shall be payable by Pledgor to Administrative Agent and such sums and interest to be shall constitute obligations secured by this Mortgagehereby. (f) Notwithstanding anything else herein to the contrary, Administrative Agent shall be entitled to exercise its rights under this Section 6 to foreclose, collect, receive, appropriate and/or realize upon the Collateral only upon the expiration of a period of ten (10) days commencing on the date on which notice of such intention to exercise any of such rights shall have been given by Administrative Agent to Pledgor in accordance with Section 11(c). (g) The rights, powers, privileges and remedies of Administrative Agent under this Agreement are cumulative, may take possession be exercised successively or concurrently without impairing the rights of Administrative Agent hereunder and shall be in addition to all rights, powers, privileges and remedies available to Administrative Agent and/or Lender at law or in equity. (h) Upon Administrative Agent’s foreclosure of Borrower’s Mortgage, Administrative Agent shall have the right on three (3) days written notice to terminate any lease between Borrower and Pledgor, if any, and Pledgor hereby acknowledges that any such lease, if any, is and shall be subordinate to the Lien of the Premises or any portion thereof, Administrative Agent under the Borrower’s Mortgage and may use and deal with the same to the same extent as Borrower is entitled to so do and may sell the same pursuant to law and exercise such other rights and remedies with respect to the same as may be provided by law, and file such continuation statements which it deems desirableLoan Documents.