Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if Lessee vacates or abandons any Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 2 contracts
Sources: Master Lease Agreement (Synalloy Corp), Master Lease Agreement (Synalloy Corp)
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and if such failure continues for more than three (3) Business Days after written the date such Rental amounts were due or for more than three (3) Business Days after notice from Lessorto Lessee that any other Monetary Obligations were not paid when due; provided, however, Lessor such notice and grace period shall only be required to provide such notice available twice in any twelve (12) month period; and further provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one three (13) Business Day Days of the date Lessee receives notice thereof;
(c) if Lessee ▇▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges charges, the failure of which to pay will result results in the imposition of a lien against any of the Properties, and ▇▇▇▇▇▇ fails to cause such resulting lien to be discharged of record or bonded to the satisfaction of Lessor within thirty (30) days subsequent to the filings thereof;
(d) except as set forth in Section 8.01, if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting LesseeLessee or the Guarantor;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day 30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day 30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee ▇▇▇▇▇▇ which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee or the Guarantor under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. Each of the The following acts or events shall be deemed to be an event of default by Lessee on the part of Tenant under this Lease (each, an “Event of Default”):
(a) if The failure of Tenant to pay when due any representation or warranty payment of Lessee set forth in this Lease is false in any material respect when madeRent, Additional Rent, Monetary Obligations, or if Lessee renders any materially false statement part thereof, or account when madeany other sum or sums of money due or payable to Landlord under the provisions of this Lease, and such failure continues for fifteen (15) days after written notice thereof from Landlord to Tenant as to Fixed Rent and thirty (30) days after written notice thereof from Landlord to Tenant as to all other payment obligations;
(b) if The failure of Tenant to perform, or the violation by Tenant of, any Rental of the covenants, terms, conditions or other Monetary Obligation due under provisions of this Lease is not paid when due Lease, if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process or violation shall not constitute an Event of Default hereunder so long as the same is corrected be cured within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice thereof by Landlord to Tenant; provided, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of if any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor days then Tenant shall not be deemed to be in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period default if Tenant commences to cure such failure beyond such within said thirty (30)‑day period30) days and for as long as Tenant is diligently prosecuting the cure thereof;
(c) The levying of a writ of execution or attachment on or against all or substantially all of the property of Tenant which is not discharged or stayed by action of Tenant contesting same, which shall in no event exceed within ninety (90) days after receiving notice of such failure from Lessor. If Lessee levy or attachment (provided if the stay is vacated or ended, this paragraph shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredagain apply);
(gd) if Tenant shall become insolvent, or shall make a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged fraudulent transfer with respect to creditors or provision made shall make all assignment for such discharge within ninety (90) days from the date benefit of entry thereofcreditors;
(he) if Lessee shall be liquidated or dissolved or shall begin If proceedings towards its are instituted in a court of competent jurisdiction for the reorganization, liquidation or dissolution;
(i) if involuntary dissolution of Tenant for its adjudication as a bankrupt or insolvent, or for the estate appointment of a receiver of all or interest of Lessee in any substantially all of the Properties shall be levied upon property of Tenant and said proceedings are not dismissed and any receiver, trustee or attached in any proceeding and such estate or interest liquidator appointed therein is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madethe institution of said proceedings; or
(jf) if there is an “Event The sale of Default” any interest of Tenant in the Property or portion thereof under a writ of execution or other breach or legal process.
(g) The default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all beyond applicable notice and cure or grace periods; providedperiods by Tenant under an SNDA entered into by Tenant, however, in the event that this Lease has been the subject Landlord and Landlord’s Lender pursuant to Section 13.02 below.
(h) The default of a Securitization and any Other Agreement has not been the subject Guarantor under its guaranty of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Sources: Master Lease Agreement (MedEquities Realty Trust, Inc.)
Event of Default. Each of the following shall be an An event of default by Lessee under this Lease (each, an “"Event of Default”):
") shall occur if (a) if Borrower fails to timely and properly pay any amount due hereunder when due, (b) Borrower fails to observe, keep or perform any other term, covenant, agreement or condition in this Note or the Securities Purchase Agreement (as hereinafter defined) or any document, agreement or instrument contemplated to be entered into or issued and delivered pursuant thereto and does not cure such failure within ten (10) days after written notice from Lender to Borrower of such failure; (c) any representation or warranty of Lessee set forth the Borrower contained in this Lease is false the Securities Purchase Agreement shall have been untrue in any material respect when made, (d) Borrower or if Lessee renders any materially false statement subsidiary of the Borrower makes an assignment for the benefit of creditors, or account when made;
any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws; (be) if any Rental an event that with the giving of notice or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment passing of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not time would constitute an Event of Default hereunder so long as occurs after the same is corrected within one (1) Business Day date hereof under any indebtedness for borrowed money of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, Borrower or any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any subsidiary of the Properties;
Borrower or any agreement in connection with that certain Credit Agreement (dfor a $12,000,000 line of credit) if Lessee vacates dated October 24, 1995 by and between Borrower (f/k/a Mobile America Corporation) and SouthTrust Bank (successor to SouthTrust Bank of Alabama, National Association) as in effect on the date hereof without giving effect to any future amendments, consents or abandons any Property;
waivers, (e) if there is shall have been rendered against the Borrower or any of its subsidiaries final judgments, individually or in the aggregate, in an Insolvency Event affecting Lessee;
amount of $1,000,000 or more by a court or courts of competent jurisdiction, which shall remain undischarged for a period (during which execution thereof shall not be effectively stayed) of 15 days after the date on which any period for appeal has expired, (f) if Lessee fails to observe there shall have occurred a materially adverse change in the financial condition or perform any results of operations of the other covenantsBorrower and its subsidiaries taken as a whole, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged any insurance regulatory authority shall revoke or provision made for such discharge within ninety (90) days from suspend the date license of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon Borrower's insured subsidiaries or attached in issue any proceeding and order or decree of supervision, receivership, rehabilitation or liquidation with respect to any such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasesubsidiary.
Appears in 1 contract
Sources: Promissory Note (Cahoon Arthur L)
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day 30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee ▇▇▇▇▇▇ which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. Each The happening of any one or more of the following shall be deemed to be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if 17.1.1 The failure by Tenant to cease any representation or warranty of Lessee set forth in conduct prohibited by this Lease within 30 days after receipt of written notice from Landlord requesting cessation thereof;
17.1.2 The failure by Tenant to cease any conduct or eliminate any condition which poses a danger to person or property within 12 hours or receipt of written notice from Landlord requesting cessation of such conduct or elimination of such conditions;
17.1.3 Tenant shall make an assignment for the benefit of its creditors which assignment is false not withdrawn within 30 days after the date Landlord mails notice of such default to Tenant;
17.1.4 The institution of proceedings in any material respect when madea court of competent jurisdiction for the reorganization, liquidation, or if Lessee renders voluntary or involuntary dissolution of Tenant or for its adjudication as a bankrupt or insolvent, or for the appointment of a receiver of the property of Tenant, and said proceedings are not dismissed, and any materially false statement receiver, trustee or account when madeliquidator appointed therein are not discharged within 30 days after the institution of such proceedings;
(b) if 17.1.5 The doing, or permitting, or any Rental act by Tenant which creates a lien against the land or building of which the Premises is a part and the same not being released within 30 days after the lien is filed;
17.1.6 Failure of Tenant to cause Landlord to receive payment of any installment of Rent or other Monetary Obligation charges or money obligation herein required to be paid by Tenant to Landlord by 5:00 p.m. on the date such payment is due under this Lease is not paid when due if and payable and such failure continues for more than three a period of 30 days after such due date;
17.1.7 Tenant’s failure to occupy the Premises by the Lease Occupancy Date;
17.1.8 Tenant’s abandonment of the Premises;
17.1.9 Failure of Tenant to comply with any covenant or provision of this Lease (3except those described in 17.1.1 through 17.1.8) Business Days within 30 days after written Landlord mails such notice from Lessorof default to Tenant; provided, however, Lessor that Tenant shall only have such additional time as may be required necessary to provide cure such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, howeverdefault, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor Tenant shall have given Lessee notice thereof initiated and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasecure.
Appears in 1 contract
Sources: Intergovernmental Agreement
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(bA) if any Rental or other Monetary Obligation due under this Lease the Indebtedness is not paid when in full on the Maturity Date, (B) any regularly scheduled monthly payment of interest due if under the Note is not paid in full on or before the fifth calendar day of the month (such failure continues for more than three (3) Business Days after written notice from Lessorfifth calendar day being the Monthly Payment Grace Period Expiration Date; provided, however, Lessor that if any applicable Monthly Payment Grace Period Expiration Date does not occur on a Business Day, then such Monthly Payment Grace Period Expiration Date shall only instead be the immediately preceding Business Day), (C) any prepayment of principal due under this Agreement or the Note is not paid when due, (D) the Liquidated Damages Amount is not paid when due, or (E) except as to any amount included in (A), (B), (C) and/or (D) of this clause (i), any other amount payable pursuant to this Agreement, the Note or any other Loan Document is not paid in full when due and payable in accordance with the provisions of the applicable Loan Document, with such failure continuing for ten (10) Business Days after Lender delivers written notice thereof to Borrower;
(ii) subject to Borrower’s right to contest as set forth in Section 7.3, if any of the Impositions or Other Charges are not paid prior to the imposition of any interest, penalty, charge or expense for the non-payment thereof, provided, that it shall not be an Event of Default if such Impositions or Other Charges are to be paid directly by a Tenant pursuant to a Lease and Borrower pays such Imposition or Other Charge within ten (10) days following Borrower first having knowledge of non-payment of same;
(iii) if (a) the insurance policies required by Section 6.1 are not kept in full force and effect, or (b) if certificates of insurance or copies of any of such insurance policies are not delivered to provide Lender within the time frames set forth in Section 6.1.11 with such failure to deliver continuing for ten (10) days after Lender delivers written notice thereof to Borrower;
(iv) if any Transfer is made in violation of Article VIII or a declaration of condominium is filed with respect to the Property;
(v) if any, representation or warranty made by Borrower herein or by Borrower, Sponsor or any Affiliate of Borrower in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by Borrower (with respect to Borrower, Manager, Sponsor or the Property) to Lender on or prior to the date hereof shall have been false or misleading in any material respect as of the date the representation or warranty was made;
(vi) if Borrower or Sponsor shall make an assignment for the benefit of creditors;
(vii) if a receiver, liquidator or trustee shall be appointed for Borrower or Sponsor or if Borrower or Sponsor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Sponsor, or if any proceeding for the dissolution or liquidation of Borrower or Sponsor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or Sponsor upon the same not being discharged, stayed or dismissed within ninety (90) days;
(viii) if Borrower or Sponsor attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix) with respect to any term, covenant or provision set forth herein or in any other Loan Document (other than the other subsections of this Section 17.1 and the provisions referenced therein) which specifically contains a notice requirement or grace period, if Borrower, any SPE Entity or Sponsor shall be in default under such term, covenant or provision after the giving of such notice twice or the expiration of such grace period;
(x) if any of the assumptions of fact contained in the Non-Consolidation Opinion, in any twelve Additional Non-Consolidation Opinion or in any other non-consolidation opinion delivered to Lender in connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect unless within ten (1210) month periodBusiness Days of notice from Lender Borrower causes to delivered to Lender an Additional Non-Consolidation Opinion which Additional Non-Consolidation Opinion shall be acceptable in form and content to Lender;
(xi) if Borrower shall fail to comply with any covenants set forth in Section 5.1.4, Section 5.2.6, Section 5.2.9 and Section 5.2.21(i); provided, however, any delay in such failure to comply with the payment covenants of Rental as a result of a technical error in the wiring Section 5.1.4, Section 5.2.6 and/or automated clearinghouse process Section 5.2.9 shall not constitute an Event of Default hereunder so long as in the same is corrected within one event that (1) such violation or breach is not intentional, (2) such violation or breach is immaterial, (3) such violation or breach shall be immediately remedied upon Borrower’s knowledge or Lender’s notice of same and (4) within ten (10) Business Day Days of the date Lessee receives notice thereofrequest of Lender, Borrower delivers to Lender an Additional Non-Consolidation Opinion, or a modification of the Non-Consolidation Opinion, to the effect that such breach or violation shall not in any way impair, negate or amend the opinions rendered in the Non-Consolidation Opinion, which opinion or modification and any counsel delivering such opinion or modification shall be acceptable to Lender in its reasonable discretion;
(cxii) except as provided in clause (xi) above, if Borrower shall fail to comply with any covenants set forth in Article V (other than Sections 5.1.1, 5.1.19, 5.1.20, 5.27, and 5.2.18(c)) or Section XI with such failure continuing for fifteen (15) days after Lender delivers written notice thereof to Borrower;
(xiii) if Lessee fails Borrower shall fail to paycomply with any covenants set forth in Section 4 or Section 3(d) or Section 8 of the Security Instrument with such failure continuing for ten (10) Business Days after Lender delivers written notice thereof to Borrower;
(xiv) Reserved;
(xv) if this Agreement or any other Loan Document or any Lien granted hereunder or thereunder, prior in whole or in part, shall cease to delinquencybe effective or shall cease to be a legally valid, binding and enforceable obligation of Borrower or Sponsor, or any taxesLien securing the Indebtedness shall, assessments in whole or other charges in part, cease to be a perfected first priority Lien, subject to the failure of which to pay will result Permitted Encumbrances (except in the imposition of a lien against any of the Propertiesforegoing cases in accordance with the terms hereof or under any other Loan Document or by reason of any affirmative act of Lender);
(dxvi) if Lessee vacates or abandons any Propertythe Management Agreement is terminated and a Qualified Manager is not appointed as a replacement manager pursuant to the provisions of Section 5.2.14 within sixty (60) days after such termination;
(exvii) except as expressly permitted pursuant to the Loan Documents, if there is an Insolvency Event affecting LesseeBorrower or any other Person grants any easement, covenant or restriction (other than the Permitted Encumbrances) over the Property and Borrower fails to have same terminated within 30 days following Borrower first having knowledge of same;
(fxviii) if Lessee fails Borrower shall default beyond the expiration of any applicable cure period under any existing easement, covenant or restriction which affects the Property, the default of which shall have a Material Adverse Effect;
(xix) if Borrower shall continue to observe or perform be in Default under any of the other covenantsterms, covenants or conditions of this Agreement or obligations of Lessee any Loan Document not specified in this Leasesubsections (i) to (xviii) above, for thirty (30) days after notice from Lender; provided, however, that if any such failure does not involve the payment Default is susceptible of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure but cannot reasonably be cured within such thirty (30) day periodperiod and provided, as determined by Lessor in its reasonable discretionfurther, and Lessee is diligently pursuing a cure of such failure, then Lessee that Borrower shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in no event the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days after receiving notice days.
(b) Unless waived in writing by Lender, upon the occurrence and during the continuance of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute than an Event of Default described in clauses (a)(vi), (vii) or (viii) above) Lender may, without notice or demand, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action that Lender deems advisable to protect and enforce its rights against Borrower and in the Property, including, without limitation, (i) declaring immediately due and payable the entire Principal Amount together with interest thereon and all other sums due by Borrower under the Loan Documents, (ii) collecting interest on the Principal Amount at the Default Rate whether or not Lender elects to accelerate the Note and (iii) enforcing or availing itself of any or all rights or remedies set forth in the Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in subsections (a)(vi) or (a)(vii) above, the Indebtedness and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding. The foregoing provisions shall not be construed as a waiver by Lender of its right to pursue any other remedies available to it under this LeaseAgreement, the Security Instrument or any other Loan Document. Any payment hereunder may be enforced and recovered in whole or in part at such time by one or more of the remedies provided to Lender in the Loan Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if any portion of the Debt is not paid when due;
(ii) if any of the Taxes or Other Charges are not paid on or before the same are due and payable (and such non-payment, in case of Other Charges (other than Condominium charges and assessments with respect to which no notice shall be required) continues for five (5) Business Days following notice thereof to Issuers), except to the extent sums sufficient to pay such Taxes and Other Charges have been deposited with Trustee in accordance with Section 10.02 hereof or those Taxes or Other Charges being contested in accordance with the terms and provisions of this Indenture;
(iii) if the Policies are not kept in full force and effect or if the Policies or insurance certificates or other evidence of insurance acceptable to Trustee are not delivered to Trustee within 10 days after written notice thereof from Trustee;
(iv) if Issuers Transfer or otherwise encumbers any portion of the Property in violation of the provisions of this Indenture;
(v) if any representation or warranty of Lessee set forth made by Issuers herein or in this Lease is any other Financing Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished in connection with the Financing Documents shall have been false or misleading in any material respect when as of the date the representation or warranty was made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor that if (1) such misrepresentation was not intentional, and (2) the condition causing the representation or warranty to be false is susceptible of being cured, the same shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as only if the same is corrected not cured within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice to Issuers from Trustee; and provided, during which period Lessee may correct further, if the condition causing the representation or warranty to be false is susceptible of cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee Issuers shall have a reasonable period commenced to cure such failure beyond condition within such thirty (30)‑day period30) day period and thereafter diligently proceeds to cure the same, which then such thirty (30) day period shall be extended for such an additional period of time as is reasonably necessary for Issuers in no event exceed ninety (90) days after receiving notice the exercise of such failure from Lessor. If Lessee shall fail due diligence to correct or cure such failure within condition, such ninety additional period not to exceed one hundred fifty (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required150) days;
(gvi) if any Issuer, Principal or any Guarantor shall make an assignment for the benefit of creditors;
(vii) if a finalreceiver, nonappealable judgment is rendered liquidator, síndico or trustee shall be appointed for any Issuer, Principal or Guarantor, or if any Issuer, Principal or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for concurso mercantil, bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by a court against Lessee which has a Material Adverse Effector against, consented to, or acquiesced in by, Issuer, Principal or Guarantor, or if any proceeding for the dissolution or liquidation of Issuers, Principal or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and is not discharged consented to by Issuers, Principal or provision made for such discharge Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days from the date of entry thereofdays;
(hviii) if Lessee shall be liquidated any Issuer attempts to assign its rights under this Indenture or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Financing Documents or any Other Agreement interest herein or therein in contravention of the Financing Documents;
(ix) if any Issuer breaches any of its respective covenants contained in Sections 6.01(dd) and (kk), and any such breach is not cured within fifteen (15) Business Days after written notice to Issuers from Trustee;
(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Issuers shall be in default under such term, covenant or condition after the passage giving of all applicable such notice and cure or the expiration of such grace periods; provided, however, period;
(xi) if any of the assumptions contained in the event that this Lease Insolvency Opinion delivered to Trustee in connection with the issuance of the Notes, or in the Additional Insolvency Opinion delivered subsequent to the issuance of the Notes, is or shall become untrue in any material respect;
(xii) if a material default has occurred and continues beyond any applicable cure period under the Management Agreement, the Golf Management Agreement or the Spa Management Agreement (or any Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable) and (A) if such default permits the Manager, Golf Manager or Spa Manager, as applicable, to terminate or cancel the Management Agreement, the Golf Management Agreement or the Spa Management Agreement (or any Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable) or (B) if the Management Agreement, the Golf Management Agreement or the Spa Management Agreement (or any Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable) is terminated and in the case of either (A) or (B) a Qualified Manager, Qualified Golf Manager or Qualified Spa Manager, as applicable, is not appointed within forty five (45) days thereafter;
(xiii) if (A) any provision of the applicable statutes pursuant to which the Condominium was established or any section, sentence, clause, phrase or word or the application thereof in any circumstance is held invalid and such invalidity materially adversely affects the security interest of the Security Trust Agreement or Trustee’s rights under the Financing Documents; (B) the Condominium shall become subject to an action for partition by any condominium unit owner which could reasonably be expected to result in partition and said action has been the subject of a Securitization commenced and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.dismissed within sixty (60) days after commencement
Appears in 1 contract
Event of Default. Each Any one of the following shall be constitute an event of default by Lessee under this Lease (each, an “Event of Default”):) under this Agreement:
(a) if The Borrower fails to make any representation principal payment under the Secured Promissory Note or warranty of Lessee set forth in this Lease is false in fails to pay any material respect when made, or if Lessee renders any materially false statement or account when interest accruing on the Loans evidenced by the Secured Promissory Note and such failure continues for […***…] Business Days after the date on which such payment should have been made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; providedThe Borrower fails to issue certificates representing the Borrower Equity Securities, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofapplicable;
(c) if Lessee fails to payThe Master License Agreement is terminated in accordance with its terms, prior to delinquency, any taxes, assessments whether by the Borrower or other charges the failure of which to pay will result in the imposition of a lien against any of the PropertiesLender;
(d) if Lessee vacates (i) any representation and warranty of the Borrower set forth in this Agreement, the Option Agreement or abandons the Master License Agreement shall prove to be incorrect in any Propertymaterial respect or (ii) the Borrower breaches any covenant or agreement in this Agreement, the Option Agreement, the Master License Agreement, the Voting Agreement or that certain side letter agreement dated as of the date hereof with respect to Board Composition and Management Rights and such failure continues for […***…] days after the date on which notice thereof shall have been given to the Borrower by the Lender;
(e) if there is The Borrower fails to pay when due any Indebtedness of the Borrower in an Insolvency Event affecting Lesseeaggregate amount of […***…] or greater […***…];
(f) if Lessee fails to observe A final judgment or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve judgments for the payment of money aggregating in excess of […***…] (excluding any Monetary Obligationamounts covered by insurance) are rendered against the Borrower and which judgments are not, is within […***…] after the entry thereof, bonded, discharged or stayed pending appeal, or are not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is discharged within […***…] days after the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure expiration of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredstay;
(g) if The Borrower shall (i) be dissolved, (ii) fail to remain Solvent, (iii) make an assignment for the benefit of creditors or make or send a finalnotice of intended bulk transfer, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect(iv) file or commence any petition or proceeding for any relief under any bankruptcy, and is not discharged reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or provision made for such discharge within ninety dissolution law or statute now or hereinafter in effect (90) days from the date of entry thereof;whether at law or in equity); or
(h) if Lessee shall be liquidated Any trustee or dissolved receiver is appointed for the Borrower or shall begin proceedings towards its any property of the Borrower, a meeting of creditors is convened or a committee of creditors is appointed for, or any petition or proceeding for any relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or dissolution;
dissolution law or statute now or hereinafter in effect (iwhether at law or in equity) if is filed or commenced against the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any Borrower, which proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged dismissed within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease[…***…].
Appears in 1 contract
Sources: Loan and Security Agreement (Viking Therapeutics, Inc.)
Event of Default. Each The occurrence of one or more of the following events shall be an event of default by Lessee under this Lease (each, an “"Event of Default”):" hereunder:
(ai) if on any representation or warranty of Lessee set forth Payment Date the funds in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation the Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due under this Lease is not paid when due if on such failure continues for more than three (3) Business Days after written notice from LessorPayment Date; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; providedthat if a Cash Management Event has not occurred, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunderif Borrower shall cure such failure within five (5) days after such Payment Date;
(ii) if on any Payment Date Borrower fails to pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date;
(iii) if Borrower fails to pay the outstanding Indebtedness on the Maturity Date;
(iv) if on any Payment Date on which Borrower is required under this Agreement to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower and/or Operator shall cure such failure within five (5) days after such Payment Date;
(v) if on the date any payment of a Basic Carrying Cost would become delinquent, unless otherwise expressly provided hereinsuch Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment;
(vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder; 106
(vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld with or without cause in Lender's discretion);
(viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and until Lessor payable in accordance with the provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods;
(ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower or Operator, shall have given Lessee be false in any material respect as of the date such representation or warranty was made or remade;
(x) if Borrower or Operator makes an assignment for the benefit of creditors;
(xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or Operator as the case may be, upon the same not being discharged, stayed or dismissed within 90 days; or if Borrower or Operator shall generally not be paying its debts as they become due;
(xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein, except as permitted by this Agreement;
(xiii) except as permitted under this Agreement, if any provision of any organizational document of Borrower is amended or modified in any respect, or if Borrower, Operator or Borrower's Trustee or any of their respective partners, members, beneficial owners, trustees or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or Operator; or if Borrower or Operator or any of their respective partners, members, beneficial owners, trustees or shareholders, as applicable, breaches any of the covenants 107 set forth in Sections 5.1(a)(U), 5.1(b)(U), 6.1(a)(E) or 6.1(b)(E);
(xiv) if Borrower or Operator fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice thereof and due to any Person under any Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents;
(xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Note, the Mortgages or the other Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any default which can be cured by the payment of a period sum of money or for thirty (30) days shall have elapsedBusiness Days after written notice to Borrower or Operator, during which period Lessee may correct as applicable, from Lender or cure such failureits successors or assigns, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand in the case of any kind being required. If other default (unless otherwise provided herein or in such failure other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (30) day periodBusiness Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Lender; provided, further, if Borrower or Operator provides to Lender a certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Lessor Lender in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed extended by Lender in its reasonable discretion for an additional period of time not to have occurred hereunder without further notice or demand of any kind being requiredexceed sixty (60) days;
(gxvi) if an event or condition specified in Sections 5.1(a)(T) or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer Plan and, as a finalresult of such event or condition, nonappealable judgment is rendered by together with all other such events or conditions, Borrower or any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a court against Lessee liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) which has would constitute, in the reasonable determination of Lender, a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(hxvii) if Lessee shall be liquidated without Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or dissolved (B) after the execution of a Management Agreement pursuant to Section 5.1(b)(P) there is any change in or shall begin proceedings towards its liquidation or dissolutiontermination of such Management Agreement for the Facility;
(ixviii) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee Default occurs (as to any party) under the Operating Lease (subject to any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure periods required under the Operating Lease);
(xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or grace periods; providedsimilar agency, however, in the event any deficiency that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject justifies either of the same Securitization following actions by such agency with respect to the Facility and such agency commences a termination of any License;
(xx) if the Facility is assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by any series relating state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxi) if (A) Borrower shall fail to pay any amount due with respect to the FBTC Debt when due and such Securitization, an “Event failure shall continue beyond any applicable grace period or (B) a default or event of Default” under such Other Agreement default shall not constitute an Event occur with respect to the FBTC Debt which shall continue beyond any applicable grace period or (C) if any of Default under this Lease.the loan documents evidencing the FBTC Loan is amended without the Lender's prior written consent; and
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following shall be events (an event of default by Lessee under this Lease (each, an “"Event of Default”):") shall constitute a default and breach of this Lease by Tenant:
(a) The failure by Tenant to make any payment of rent or any other payment requited to be made by Tenant hereunder, as and when due, and such failure shall not have been cured within three (3) business days after written notice thereof from Landlord. Any such notice shall constitute the notice required under Section 1161 of the California Code of Civil Procedure (and/or any related or successor statutes regarding unlawful detainer actions), provided such notice is given in accordance with the requirements of such statute. Furthermore, if any representation three or warranty of Lessee set forth in this Lease is false more such failures shall occur in any material one year period during the term of this Lease, then, unless applicable law requires otherwise, each and every succeeding failure to pay any sum payable hereunder when due shall constitute an Event of Default, and Tenant shall not be entitled to a three (3) day cure period or notice from Landlord with respect when made, or if Lessee renders to any materially false statement or account when madesuch failure to pay;
(b) if Tenant's failure to perform any Rental other term, covenant or other Monetary Obligation due under condition contained in this Lease is not paid when due if and such failure continues shall have continued for more than three fifteen (315) Business Days days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligationis given to Tenant; provided that, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If where such failure cannot reasonably be cured within such thirty said fifteen (3015) day period, as determined by Lessor Tenant shall not be in default if Tenant commences such cure within said fifteen (15) day period and thereafter diligently continues to pursue all reasonable efforts to complete said cure until completion thereof;
(c) Tenant's failure to continuously and uninterruptedly conduct its reasonable discretionbusiness in the premises for a period of more than forty-five (45) consecutive days, or Tenant's removal of all or substantially all of its equipment and other possessions from the premises;
(d) ▇▇▇▇▇▇'s assignment of its assets for the benefit of its creditors;
(e) The sequestration of, attachment of, or execution on, any substantial part of the property of Tenant or on any property essential to the conduct of Tenant's business on the premises, and Lessee is diligently pursuing a cure of such failure, then Lessee Tenant shall have failed to obtain a reasonable period to cure return or release on such failure beyond such thirty property within sixty (30)‑day period, which shall in no event exceed ninety (9060) days after receiving notice of thereafter, or prior to sale pursuant to such failure from Lessor. If Lessee shall fail to correct sequestration, attachment or cure such failure within such ninety execution, whichever is earlier;
(90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand f) An entry of any kind being required;of the following orders by a court having jurisdiction, and such order shall have continued for a period of sixty (60) days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or an order adjudicating Tenant /s/ illegible /s/ MAB ------------- ------- Landlord 19 Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Tenant's property in bankruptcy or any other proceeding; or (3) an order directing the winding up or liquidation of Tenant; or
(g) if The filing of a final, nonappealable judgment is rendered by a court petition to commence against Lessee which has a Material Adverse EffectTenant an involuntary proceeding under Title 11 of the United States Code, and is not discharged or provision made for Tenant shall fail to cause such discharge petition to be dismissed within ninety sixty (9060) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasethereafter.
Appears in 1 contract
Event of Default. Each ISP shall be deemed to be in default under the terms of this MOU should any of the following shall occur as determined by DHCD in its sole and absolute discretion:
a. ISP undergoes a merger or transfer of its assets;
b. A receiver is appointed for ISP;
c. A voluntary or involuntary petition under Title 11 of the U.S. Code is filed in the United States Bankruptcy Court naming ISP as a party;
d. ISP fails to properly or timely complete the Project;
e. ▇▇▇ fails to timely and diligently prosecute the work of the Project;
f. ISP fails to meet any one or more of the Milestones established in this MOU for which it has not obtained an extension of time;
g. ISP fails to timely and fully pay all of its construction contractors on the Project;
h. ISP fails to cooperate with DHCD regarding inspections;
i. ISP fails to timely and properly comply with the reporting requirements established in this MOU;
j. ISP violates any local, state or Federal regulation, law or statute in connection with the prosecution of the Project;
k. ISP breaches or has breached any agreement with the Counties of Greene, Madison and ▇▇▇▇▇▇▇▇ for the provision of internet service or wired or wireless communications service;
l. ISP otherwise commits a breach of this MOU and fails to cure said breach within two (2) business following written notification of said breach from DHCD;
m. ISP fails to timely supply DHCD with the CPM schedule;
n. ISP fails to properly or timely update the CPM schedule;
o. ISP fails to adhere to the CPM schedule;
p. ISP fails to properly or timely make any one or more required reportings;
q. ISP violates the terms of any permit or approval required for the prosecution of the work on the Project; and
r. ISP, or any one or more of its subcontractors or any person or entity supplying labor, materials, work or equipment to ISP, takes any action or commits any inaction that jeopardizes or causes the Project or any milestones established under this MOU to not be properly or timely completed; and
s. ISP fails to notify DHCD of any event, action, inaction or condition on the part of ISP that would constitute an event of default by Lessee under the terms of this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseMOU.
Appears in 1 contract
Sources: Memorandum of Understanding
Event of Default. Each of the following events shall be constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):" under this Lease:
(a) if Tenant fails to pay any representation rent when due or warranty any payment or reimbursement required hereunder when due, and in either case such failure continues for a period of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;five days from the date such payment was due.
(b) if The filing of a petition by or against Tenant or any Rental guarantor of Tenant's obligations hereunder (1) in any bankruptcy or other Monetary Obligation due insolvency proceeding; (2) seeking any relief under this Lease is not paid when due if such failure continues for more than three any debtor relief Law; (3) Business Days after written notice from Lessorfor the appointment of a liquidator, receiver, trustee, custodian, or similar official for all or substantially all of Tenant's property or for Tenant's interest in this Lease; provided, or (4) for reorganization or modification of Tenant's capital structure (however, Lessor shall only be required to provide if any such notice twice in any twelve (12) month period; providedpetition is filed against Tenant, however, any delay in then the payment filing of Rental as a result of a technical error in the wiring and/or automated clearinghouse process such petition shall not constitute an Event of Default hereunder so long as Default, unless it is not dismissed within sixty (60) days after the same is corrected within one (1) Business Day of the date Lessee receives notice filing thereof;).
(c) if Lessee Tenant (1) vacates all or a substantial portion of the Premises or (2) fails to pay, prior to delinquency, any taxes, assessments or other charges continuously operate its business at the failure of which to pay will result in Premises for the imposition of a lien against any of the Properties;permitted use set forth herein.
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee Tenant fails to observe or perform discharge any lien placed upon the Premises in violation of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is Section 22 within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter any such lien or encumbrance is filed against the Premises.
(e) Tenant fails to comply with any term, during which period Lessee may correct provision or cure such failurecovenant of this Lease (other than those listed in this Section 18), upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If and such failure cannot reasonably be cured within such continues for thirty (30) day days, or immediately if the failure involves a hazardous condition, after written notice thereof to Tenant. In addition, if Landlord provides Tenant with notice of Tenant's failure to comply with the same specific term, provision or covenant of this Lease on more than two (2) occasions during any 12 month period, as determined by Lessor in its reasonable discretionTenant's subsequent violation of the same term, and Lessee is diligently pursuing a cure of such failureprovision or covenant shall, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day periodat Landlord's option, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, be deemed an incurable Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseTenant.
Appears in 1 contract
Event of Default. Each of the following 15.1 Tenant shall be an event in default under this Lease if:
15.1.1 Tenant shall fail to make any payment of default by Lessee Minimum Rent, Operating Expenses, any additional rent payable hereunder, or any other monetary obligation required of Tenant under this Lease (eachincluding, an “Event without limitation, restoration of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due security deposit as required under this Lease is not paid when due if Lease) and such failure continues shall continue for more than three (3) Business Days days after Tenant's receipt of written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental Landlord that said rent or monetary obligation is due and payable as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee provided in this Lease; provided, however, if or
15.1.2 Tenant shall neglect or fail to perform or observe any such failure does not involve of the payment of any Monetary Obligation, is not willful covenants herein contained on Tenant's part to be performed or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardyobserved, and is Tenant shall fail to remedy the same within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days after Landlord shall have elapsedgiven to Tenant written notice specifying such neglect or failure (provided, during which period Lessee may correct however, that if the performance or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand observance of any kind being required. If such covenant reasonably requires more than thirty (30) days to perform, Tenant shall not be in default under this Lease as a result of its failure cannot reasonably be cured to perform or observe any such covenant within such (30) day period so long as Tenant has commenced the actions necessary to perform or observe such covenant within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing such cure to completion); or
15.1.3 Tenant shall abandon the Premises and such abandonment shall continue for a cure period of such failurefourteen (14) consecutive days during which Minimum Rent for the Premises has remained unpaid.
15.2 In the event of any default by Tenant, and without any further notice or demand, Landlord shall have the right at Landlord's election, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day periodor at any time thereafter, to:
15.2.1 Terminate this Lease, which shall in no event exceed ninety (90) days after receiving notice terminate Tenant's right to the use, occupancy and possession of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effectthe Premises, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any immediately surrender possession of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about Premises to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madeLandlord; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following shall be an event of default by Lessee under this Lease (each, constitute an “Event of Default”):,” as such term is used herein:
(a) if any representation If Borrower fails to pay principal or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due interest under this Lease is not paid the Note when due if and such failure continues for more than three (3) Business Days days after written notice from LessorLender as to such non-payment; provided, however, Lessor provided that Borrower shall only not be required entitled to provide such notice twice and grace period more than two (2) times in any twelve (12) month calendar period; provided;
(b) If Borrower defaults in the performance of any of its other covenants, however, any delay in agreements and obligations under this Agreement involving the payment of Rental money and such default continues for three (3) days after notice from Lender as a result of a technical error in the wiring and/or automated clearinghouse process to such default; provided that Borrower shall not constitute an Event of Default hereunder so long as the same is corrected within one be entitled to such notice and grace period more than two (12) Business Day of the date Lessee receives notice thereoftimes in any twelve (12) month calendar period;
(c) if Lessee If Borrower defaults in the performance of any of its covenants, agreements and obligations under this Agreement not expressly described in other subparts of this Section, and fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any cure such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is default within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice thereof from Lender provided, during which period Lessee may correct or however, that if such default is reasonably susceptible of cure such failure, upon failure within a total of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from said written notice, and such default has occurred through no fault of Borrower, then so long as Borrower promptly commences cure and thereafter diligently pursues such cure to completion, the date cure period shall be extended for an additional sixty (60) days, within which Borrower may complete such cure;
(d) If at any time or times hereafter any representation or warranty (including the representations and warranties of entry thereofBorrower set forth in any Loan Document), statement, report or certificate furnished to Lender in connection with the Loan is not true and correct in any material respect and Borrower fails to cure such inaccuracy within ten (10) business days;
(e) If any petition is filed by or against Borrower or any Affiliated Party under the Bankruptcy Code or any similar state or federal Law, whether now or hereafter existing (and, in the case of involuntary proceedings, failure to cause the same to be vacated, stayed or set aside within thirty (30) days after filing);
(f) If any assignment, pledge, encumbrance, transfer, hypothecation, failure of notice or other disposition is made in violation of Section 6.2 or Section 6.3 of this Agreement;
(g) If Borrower or Indemnitor after the first year the Loan is outstanding, shall fail to pay any debt owed by it or is in default under any agreement with Lender [or any other party] (other than a failure or default for which the maximum liability of Borrower or Indemnitor does not exceed 25% of their respective assets) and such failure or default continues after any applicable grace period specified in the instrument or agreement relating thereto or five (5) days if no grace period is provided in such instrument or agreement;
(h) If a default (other than those set forth in this Section 7.1) occurs under any of the Loan Documents and continues beyond the applicable grace period, if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;any, contained therein; or
(i) if If Borrower defaults in the estate or interest performance of Lessee in any of the Properties shall be levied upon or attached its covenants, agreements and obligations set forth in any proceeding Section 3.20 of this Agreement and such estate or interest default is about to be sold or transferred or such process shall not be vacated or discharged cured within ninety five (905) business days after it is made; or
(j) if there is an “Event the occurrence of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasedefault.
Appears in 1 contract
Event of Default. Each 7.1 In case any of the following events with respect to the Borrower have occurred, the Loan Sum which remains outstanding shall immediately become due and payable without any notice or demand from the Lender, and the Borrower shall pay such obligations forthwith:
(a) the Borrower fails to pay any sum due under this Agreement on the Repayment Date and/or the respective due dates stipulated herein and/or upon demand; or
(b) the Borrower defaults under any other provision of this Agreement, other than an obligation under Clause 7.1(a) above, which is not remedied within 14 days from the date of written notice by the Lender to remedy the same; or
(c) any representation or warranty made or deemed to be made or repeated by the Borrower in this Agreement is or proves to have been, incorrect when made or deemed to be made or repeated; or
(d) the Borrower and/or the Guarantors enters into or proposes to enter into, or declaration by any competent court or governmental authorities, a moratorium on the payment of the monies payable hereunder or other suspensions of payments generally; or
(e) a distress, execution, attachment or other legal process is levied, enforced or issued out against the assets of the Borrower and/or the Guarantors which is not remedied within 14 days from the date of written notice by the Lender to remedy the same; or
(f) any provision of this Agreement is or becomes for any reason whatsoever, invalid or unenforceable;
(g) an event or events has or have occurred, or a situation exists which could or might in the opinion of default the Lender and notified by Lessee under this Lease the Lender to the Borrower, prejudice the ability of the Borrower and/or the Guarantors to perform its obligations hereunder; or
(eachh) if the Borrower or the Guarantors enters into any arrangement with its creditors; or
(i) the Borrower or the Guarantors commits an act of insolvency and/or involved in any winding up proceedings, an (collectively, the “Event of Default”):.)
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which 7.2 If an Event of Default shall be deemed to have occurred hereunder without further and be continuing, the Lender shall provide a written notice or demand to the Borrower in respect of any kind being required. If such failure cannot reasonably be cured within such thirty the Event of Default (30“Default Notice”) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee the Borrower shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) 14 days from the date of entry thereof;the receipt of the Default Notice by the Lender (“Remedy Period”) to remedy such breach. If the Event of Default is not remedied within the Remedy Period, then upon the expiry of the Remedy Period, the Lender, based on its own discretion by written notice to the Borrower, shall have the right to demand the full payment of the outstanding Loan Sum and all other amounts which are then due and payable by the Borrower to the Lender under this Agreement within 7 days from the date of demand, whereupon all such amounts shall forthwith become due and payable in accordance to the manner of repayment as set out under Clause 5 of this Agreement.
(h) 7.3 Notwithstanding any provision contained herein or in any document related to this Agreement or any ancillary hereto to the contrary, it is hereby mutually and expressly agreed that if Lessee the Borrower shall for any reason whatsoever fail or neglect to repay or otherwise satisfy in full the monies demanded within the period specified in the notice of demand issued by the Lender or in the event of occurrence of any Event of Default as set out under Clause 7.1 herein, the Lender shall be liquidated entitled to exercise all or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties rights and/or remedies reserved to the Lender whether by this Agreement, the Corporate Guarantee or any document ancillary thereto.
7.4 The Borrower consents to the grant of any injunctive relief sought by the Lender to restrain any conduct or threatened conduct which is or will be a breach of its covenants, obligations and/or undertakings hereunder, or specific performance to compel the Borrower to perform their covenants, obligations and/or undertakings hereunder, as a remedy for any breach or threatened breach and in addition to any other remedies available to it. For the avoidance of doubt, this Clause shall be levied upon not derogate from any other remedy the Lender may have in the event of a breach of the Borrower’s covenants, obligations and/or undertakings under this Agreement.
7.5 In addition and without prejudice to the powers, rights and remedies by these presents conferred, the Borrower shall indemnify the Lender against any loss or attached expenses (including legal expenses on a solicitor) which the Lender may sustain or incur as a consequence of any default in payment by the Borrower or in liquidation or recovery of the outstanding Loan Sum.
7.6 In addition and without prejudice to the powers, rights and remedies by these presents conferred, if the Lender is required to make any proceeding and such estate payment of or on account of tax (which for the purposes of this Clause means tax (including but not limited to income tax), levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest is about payable in connection with any failure to be sold pay or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any delay in paying any of the other Transaction Documents same)) (“Tax”) on or in relation to any Other sum advanced under this Agreement (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, after imposed, levied or assessed against the passage Lender, the Borrower shall, within 3 days of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject demand of the same Securitization Lender, promptly indemnify Lender against such payment or liability, together with any series relating to such Securitizationinterest, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasepenalties, costs and expenses payable or incurred in connection therewith.
Appears in 1 contract
Event of Default. Each 10.01 During the Loan Term, each of the following events and circumstances shall be an event of default by Lessee under this Lease (each, an “Event of Default”)::
(a) if any representation or warranty of Lessee set forth the Mortgagor fails to provide the Additional Collateral pursuant to the manner and within the time limit provided in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when madeClause 6.01;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Auto Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofTrigger occurs;
(c) if Lessee the Mortgagor fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Propertiesinterest as and when due;
(d) if Lessee vacates or abandons any Propertythe Mortgagor fails to repay the Loan in full at the end of the Loan Term;
(e) if there is an Insolvency Event affecting Lesseethe Mortgagor commits any fraud in relation to the Issuer or any transactions contemplated hereunder;
(f) if Lessee fails to observe or perform the Mortgagor is in material breach of any term of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, Finance Documents to which it is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredparty;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which the Loan Agreement has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereofbeen terminated pursuant to its terms;
(h) if Lessee shall any of the Warranties is found to be liquidated untrue, misleading or dissolved incorrect or shall begin proceedings towards its liquidation or dissolutionhas not been carried out in any material respect;
(i) if the estate Issuer has been delisted from the Stock Exchange or interest of Lessee in any privatized;
(j) trading of the Properties shall be levied upon Collateral Shares and/or the Additional Collateral (if applicable) has been suspended on the Stock Exchange for a period of five (5) consecutive trading days or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is mademore; or
(jk) if there is an “the occurrence of any Event of Default” or other breach or default by Lessee Default under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute Loan Agreement.
10.02 If an Event of Default under has occurred, this Lease.Deed shall become immediately enforceable and the Mortgagor shall not have any recourse whatsoever against the Lender for the Collateral Shares, the Additional Collateral (if applicable) provided pursuant to Clause 6.01, and the Additional Cash Collateral or otherwise. The Lender shall have the power of sale of the Collateral Shares, the Additional Collateral (if applicable) and the Additional Cash Collateral, without liability as to fair price. INNOVATIVE • GLOBAL • INVESTMENTS Room 2002 / 20th Floor / Fairmont House / ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇
Appears in 1 contract
Sources: Share Mortgage (Shortall Alan)
Event of Default. Each The occurrence or happening, at any time and from time to time, of any one or more of the following immediately shall be an event of default by Lessee under this Lease (each, constitute an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due ” under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any Note and under all of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardyLoan Documents, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then each such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further exist and to continue so long as, but only so long as, such Event of Default has not been cured or remedied:
(a) Borrower shall fail, refuse or neglect to pay and satisfy, in full and in the applicable method and manner required, any required payment of principal or interest or any other portion of the indebtedness evidenced by this Note on the date such payment became due and payable pursuant to the terms of this Note, whether at the stipulated due date thereof, at a date fixed for payment, or at maturity, by acceleration or otherwise, and such payment is not made within five (5) calendar days after the delivery of written notice of non-payment from Lender to Borrower (but no notice is required prior to the accrual of interest at the Default Rate pursuant to Section 2.9); or
(b) Borrower shall fail, refuse or demand neglect to pay, satisfy or perform any promise, covenant, duty or obligation contained in this Note other than those described in Section 3.1(a) above or contained in any of any kind the other Loan Documents and such promise, covenant, duty or obligation remains unpaid, unsatisfied or unperformed thirty (30) days after delivery by Lender to Borrower of written notice thereof or ninety (90) days after delivery by Lender to Borrower of written notice thereof if such promise, covenant, duty or obligation is not capable of being required. If such failure cannot reasonably be cured satisfied or performed within such thirty (30) day period, as determined by Lessor in its but Borrower commences all reasonable discretionactions to satisfy or perform such promise, and Lessee is diligently pursuing a cure covenant, duty or obligation before the end of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall 30) day period and thereafter diligently pursues such actions (in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 periodany event, an Event of Default shall be deemed to have occurred hereunder without further notice if the unsatisfied or demand of any kind being required;
(g) if a finalunperformed promise, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effectcovenant, and is not discharged duty or provision made for such discharge within obligation remains unsatisfied or unperformed ninety (90) days after the delivery of written notice from Lender to Borrower); or
(c) Any representation, warranty or statement made by B▇▇▇▇▇▇▇, any guarantor of Borrower’s obligations or any representative of Borrower or any guarantor under or pursuant to the Loan Documents is determined by Lender in the exercise of reasonable discretion to be false or misleading in any material respect as of the date made; or
(d) Borrower or any guarantor of B▇▇▇▇▇▇▇’s obligation: (i) shall execute an assignment for the benefit of creditors or an admission in writing of inability to pay debts generally as the debts become due; or (ii) shall consent to the appointment of a receiver, trustee or liquidator of any such party or of the Mortgaged Property, or any part thereof; or (iii) shall allow an order, judgment or decree to be entered by any court of competent jurisdiction appointing, a receiver, trustee or liquidator for the applicable party or for any substantial part of the applicable party’s property, or executing upon, attaching or sequestering the Mortgaged Property or any substantial part of the applicable party’s property and any such order, judgment or decree of appointment, execution, attachment or sequestration shall remain in force undismissed, unstayed, or unvacated for a period of ninety (90) days after the date of entry thereof;
; or (hiv) if Lessee shall be liquidated file a voluntary petition in bankruptcy or dissolved a voluntary petition or shall begin proceedings towards its liquidation an answer seeking reorganization in a proceeding under any Debtor Relief Laws or dissolution;
(i) if an answer admitting the estate or interest material allegations of Lessee a petition filed against the applicable party in any such proceeding, or the applicable party shall, by voluntary petition or answer, consent to or seek relief under the provisions of any Debtor Relief Laws providing for the Properties shall be levied upon reorganization or attached winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the applicable party’s creditors; or (v) allows the filing of a petition against the applicable party as a debtor in any a proceeding under Debtor Relief Laws, and such estate or interest is about to be sold or transferred or such process proceeding shall not be vacated withdrawn or discharged dismissed within ninety (90) days after it is madethe date of filing, or, under the provisions of any law providing for reorganization or winding-up of corporations, any court of competent jurisdiction shall assume jurisdiction, custody or control of the applicable party, the Mortgaged Property or any substantial part of the applicable party’s property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of ninety (90) days; or (vi) files either a petition, complaint, answer or other instrument which seeks to effect a suspension of or which has the effect of suspending any of the rights or powers of Beneficiary or Trustee granted in this Note or in any of the other Loan Documents; or
(je) if there is an “Event Borrower abandons the Mortgaged Property or discontinues operation of Default” or other breach or default by Lessee under any substantial portion of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseMortgaged Property.
Appears in 1 contract
Sources: Promissory Note (Tejas Inc)
Event of Default. Each of the The following actions or events shall be an event of default by Lessee under this Lease (each, constitute an “Event of Default”):” under this Agreement:
(a) if a failure by Owner to pay any representation or warranty amount of Lessee set forth in money to Manager when due and payable under this Lease Agreement that is false in any material respect when made, or if Lessee renders any materially false statement or account when madenot cured within ten (10) days after notice to the defaulting Party;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such subject to the terms and conditions of the Financing Documents, a failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required by Owner to provide such notice twice in any twelve (12) month period; provided, however, any delay deposit in the payment of Rental as a result of a technical error Operating Account or the Reserve Fund any funds requested by Manager in an Operating Funds Request within the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereoftime period provided in Section 5.5.2;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure Party shall assign this Agreement in violation of which to pay will result in the imposition of a lien against any of the Properties;ARTICLE XI; and
(d) if Lessee vacates or abandons any Property;
other than as set forth in clauses (ea) if there is an Insolvency Event affecting Lessee;
through (fc) if Lessee fails above, a failure by either Party to observe or perform any of the other material covenants, conditions duties or obligations of Lessee set forth in this LeaseAgreement to be performed by such Party that is not cured within thirty (30) days following notice of such default from the non-defaulting Party to the defaulting Party; provided, however, if any such failure does not involve (i) the payment of any Monetary Obligation, default is not willful or intentional, does not place any Property or any rights or property susceptible of Lessor in immediate jeopardy, and is cure within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedday period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose the non-defaulting Party to an imminent and material risk of criminal liability or of material damage to its business reputation, during which the thirty (30) day cure period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed extended for up to have occurred hereunder without further notice or demand an additional ninety (90) days (for an aggregate cure period of any kind being required. If such failure cannot reasonably be cured up to one hundred twenty (120) days) if the defaulting Party commences to cure the default within such thirty (30) day periodperiod and thereafter proceeds with reasonable diligence to complete such cure. OWNER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL MANAGER BE DEEMED IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW SOLELY BY REASON OF (I) THE FAILURE OF THE FINANCIAL PERFORMANCE OF THE MANAGER OPERATED AREAS TO MEET OWNER’S EXPECTATIONS, as determined by Lessor in its reasonable discretionINCOME PROJECTIONS OR OTHER MATTERS INCLUDED IN THE OPERATING PLAN AS MORE PARTICULARLY DESCRIBED IN SECTION 19.3.1, and Lessee is diligently pursuing a cure of such failure(II) THE ACTS OF OPERATING PERSONNEL (PROVIDED THAT THIS CLAUSE (II) SHALL NOT LIMIT MANAGER’S OBLIGATIONS PURSUANT TO SECTION 12.3, then Lessee shall have a reasonable period to cure such failure beyond such thirty TO THE EXTENT SUCH ACTS CONSTITUTE MANAGER’S GROSS NEGLIGENCE OR WILLFUL MIS CONDUCT), (30)‑day periodIII) THE INSTITUTION OF LITIGATION OR THE ENTRY OF JUDGMENTS AGAINST OWNER OR THE MANAGER OPERATED AREAS WITH RESPECT TO THE OPERATIONS THERETO, which shall in no event exceed ninety OR (90IV) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseANY OTHER ACTS OR OMISSIONS NOT OTHERWISE CONSTITUTING A DEFAULT OF MANAGER’S OBLIGATIONS UNDER THIS AGREEMENT.
Appears in 1 contract
Sources: Hotel and Casino Management Agreement (Caesars Acquisition Co)
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an A. An Event of Default shall be deemed mean a breach of this Lease by the Tenant. Without limiting the generality of the foregoing and in addition to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, those instances referred to herein as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 periodbreach, an Event of Default Default, shall be deemed include the following: • the Tenant has not delivered or otherwise performed the Work on a timely basis; • the Tenant has refused or failed, except in case for which an extension of time is provided, to have occurred hereunder without further notice supply enough properly skilled personnel; • the Tenant has failed to make prompt payment to Subcontractors, materialmen or demand suppliers for any Work; • the Tenant has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Tenant's creditors, or the Tenant has taken advantage of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged insolvency statute or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated debtor/creditor law or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest Tenant's affairs have been put in the hands of Lessee in any a receiver; • the Tenant has failed to obtain the approval of the Properties Landlord where required by this Lease; • the Tenant has failed to provide "adequate assurances" as required under Section "B" below; • the Tenant has failed in the representation of any warranties stated herein.
B. When, in the opinion of the Landlord, reasonable grounds for uncertainty exist with respect to the Tenant’s ability to perform the Work or any portion thereof, the Landlord may request that the Tenant, within the timeframe set forth in the Landlord's request, to provide adequate assurances to the Landlord, in writing, of the Tenant’s ability to perform in accordance with terms of this Lease. Until the Landlord receives such assurances the Landlord may temporarily suspend this Lease, thereby preventing the Tenant from having any access to the Premises. In the event that the Tenant fails to provide to the Landlord the requested assurances, within the prescribed time frame, the Landlord may: • treat such failure as a repudiation of this Lease; • resort to any remedy for breach provided for herein, or at law or in equity, including but not limited to, immediately terminating this Lease over the performance of the Work or any part thereof either by itself or through others.
C. In the event the Landlord shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is terminate this Lease for an “Event of Default” , including, but not limited to, the Tenant’s failure to provide adequate assurances to the Landlord, the Landlord or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement its designated representatives, after the passage may immediately take possession of all applicable notice equipment, materials and cure or grace periods; provided, howeverimprovements to the Premises, in the event that this Lease has been the subject of a Securitization addition to any and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitizationall products, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasedocumentation, reports and data.
Appears in 1 contract
Sources: Lease Agreement
Event of Default. Each Any of the following shall be constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):":
(a) if If Borrower fails to pay when due and payable or when declared due and payable, any representation portion of the Obligations (whether of principal, interest, fees and charges due Collateral Agent or warranty any Lender, reimbursement of Lessee set forth in this Lease is false in any material respect when madeLender Costs, or other amounts constituting Obligations) or if Lessee renders Borrower fails to make when due any materially false statement or account when madedeposit to the Collateral Account required pursuant to Section 2.5(b);
(b) if If Borrower fails to perform, keep, or observe any Rental term, provision, condition, covenant, or other Monetary Obligation due under agreement contained in this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; providedAgreement, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofLoan Documents, or in any other future agreement between Borrower and any Lender;
(c) if Lessee fails If there is a Material Adverse Change with respect to payBorrower, prior to delinquencyUDCSFC, UDRC II, UDRC III or UDRC IV or any taxes, assessments holder of Additional Residual Certificates (the occurrence or other charges the failure non-occurrence of which to pay will result shall be determined by the Required Lenders in the imposition exercise of a lien against any of the Propertiesreasonable discretion);
(d) if Lessee vacates If Borrower is enjoined or abandons restrained, by court order from continuing to conduct all or any Propertymaterial part of its business affairs, unless such order is stayed;
(e) if there is an Insolvency Event affecting LesseeIf notices of any Lien, levy, or assessment in excess of $250,000 other than of Permitted Liens are filed of record with respect to any of Borrower's properties or assets which have not been cured within ten (10) days after the Lien has been filed;
(f) if Lessee fails to observe Any judgment or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve order for the payment of money in excess of $1,000,000 not covered by insurance as to which the insurer has acknowledged coverage shall be rendered against any Monetary ObligationLoan Party or UDRC II, is UDRC III or UDRC IV and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and are not willful stayed or intentionaldismissed within 45 days or (ii) there shall be any period of 45 consecutive days during which such judgment remains unpaid or unbonded and a stay of enforcement of such judgment or order, does not place any Property by reason of a pending appeal or any rights or property of Lessor in immediate jeopardyotherwise, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredeffect;
(g) if a finalIf Borrower makes any payment on account of Indebtedness that is contractually subordinated in right of payment to the payment of the Obligations, nonappealable judgment except to the extent such payment is rendered permitted by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for the terms of the subordination provisions applicable to such discharge within ninety (90) days from the date of entry thereofIndebtedness;
(h) If any material misstatement or misrepresentation exists now or hereafter in any warranty, representation, statement, or report (including, without limitation, any Collateral Servicing Report) made to Collateral Agent, any Lender by Borrower or any officer, employee, agent, or director of Borrower, or if Lessee shall be liquidated any such warranty or dissolved or shall begin proceedings towards its liquidation or dissolutionrepresentation is withdrawn;
(i) if the estate If any Standing Dividend Resolution is rescinded, amended, altered, revoked or interest of Lessee modified in any manner;
(j) If a default or event of default occurs under the Principal Warehouse Agreement or under the terms of any other Indebtedness aggregating in excess of $3,000,000 (with respect to any particular item of Indebtedness or in the aggregate and in each case after any applicable cure or grace period) or there is a termination event under the terms of any Bond Insurance Policy (or the policy of another bond insurer), regardless of whether such default or termination event is waived or amended;
(k) If Borrower or any of its Subsidiaries makes a general assignment for the benefit of creditors, or an order, judgment or decree is entered adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or any order for relief with respect to the Borrower or any of its Subsidiaries is entered under the Federal Bankruptcy Code, or Borrower or any of its Subsidiaries petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of Borrower or any of its Subsidiaries or of any substantial part of the Properties shall be levied upon assets of the Borrower or attached in any of its Subsidiaries, or commences any proceeding and relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, or any such estate petition or interest application is about to be sold filed, or transferred any such proceeding is commenced against the Borrower or such process shall not be vacated or discharged within ninety (90) days after it is madeany of its Subsidiaries; or
(jl) if there is an “Any ERISA Event shall have occurred with respect to a Plan of Default” any Loan Party or other breach or default by Lessee under any of its ERISA Affiliates and the liability of the Loan Parties and their ERISA Affiliates related to such ERISA Event and any and all other Transaction Documents ERISA Events which shall have occurred and then exist with respect to any Plans of the Loan Parties and their ERISA Affiliates exceeds $1,000,000; or
(m) any provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Loan Party party to it, or any Other Agreement , after such Loan Party shall so state in writing; or
(n) any Security Document shall for any reason (other than pursuant to the passage of all applicable notice terms thereof) cease to create a valid and cure or grace periods; provided, however, in perfected first priority Lien on the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating Collateral purported to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasebe covered thereby.
Appears in 1 contract
Sources: Senior Secured Loan Agreement (Drivetime Automotive Group Inc)
Event of Default. Each The occurrence of any of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”)::
(a) if Failure on the part of Tenant to pay any representation part of the Base Rent or warranty of Lessee set forth in this Lease is false in any material respect when madeAdditional Rent, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due sums of money that Tenant is required to pay under this Lease is not paid when due if where such failure continues for a period of five (5) business days after written notice of default from Landlord to Tenant; provided, however, that Landlord shall not be required to provide such notice more than three (3) Business Days times during any twenty-four (24) month period during the Term with respect to non-payment of Base Rent or Additional Rent payable to Landlord, the third such non-payment constituting default without requirement of notice. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161.
(b) Failure on the part of Tenant to comply with the obligations under Section 4.7 which failure, unless otherwise provided in Section 4.7, continues for a period of ten (10) days after written notice from LessorLandlord.
(c) Failure on the part of either or both of the SGI Parties to: (i) timely pay any amounts due and owing under the indemnity provisions of the Purchase Agreements or the Ground Lease Assignments which failure continues for a period of ten (10) days after written notice from Landlord; providedor (ii) otherwise perform under the indemnity provisions of the Purchase Agreements or the Ground Lease Assignments which failure continues for a period of. thirty (30) days, howeverprovided that, Lessor shall only be with regard to this subpart (ii), if the nature of the default is such that more than thirty (30) days are reasonably required to provide such notice twice in any twelve (12) month period; providedfor its cure, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute then an Event of Default hereunder so long as the same is corrected shall not be deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently and continuously prosecute such cure to completion and shall complete such cure within one hundred twenty (1120) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the days after such failure of which to pay will result in the imposition of a lien against any of the Properties;shall first occur.
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails Failure of Tenant to observe or perform any other covenant, condition or requirement of this Lease (including the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then Tenant Work Letter) when such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and continue for a period of thirty (30) days; provided that if the nature of the default is such that more than thirty (30) days shall have elapsedare reasonably required for its cure, during which period Lessee may correct or cure such failure, upon failure of which then an Event of Default shall not be deemed to have occurred hereunder without further notice or demand of any kind being required. If if Tenant shall commence such failure cannot reasonably be cured cure within such said thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is thereafter diligently pursuing a and continuously prosecute such cure of to completion and shall complete such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty within one hundred twenty (30)‑day period, which shall in no event exceed ninety (90120) days after receiving notice of such failure from Lessorshall first occur. If Lessee shall fail Landlord’s notice to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default Tenant pursuant to this subsection shall be deemed to have occurred hereunder without further be the notice required under California Code of Civil Procedure Section 1161.
(e) The abandonment of the entire Premises by Tenant.
(f) Tenant shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy, insolvency, reorganization, dissolution or demand liquidation under any law or statute of any kind being required;government or any subdivision thereof either now or hereafter in effect, make an assignment for the benefit of its creditors, consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises.
(g) if A court of competent jurisdiction shall enter an order, judgment or decree appointing a finalreceiver of Tenant or of the whole or any substantial part of the Premises and such order, nonappealable judgment is rendered by or decree shall not be vacated, set aside or stayed within thirty (30) days after the date of entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside.
(h) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against Lessee which has a Material Adverse EffectTenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the federal or state government or any subdivision of either now or hereafter in effect, and is such order, judgment or decree shall not discharged be vacated, set aside or provision made for such discharge stayed within ninety thirty (9030) days from the date of entry thereof;
(h) if Lessee of such order, judgment or decree, or a stay thereof shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;thereafter set aside.
(i) if The occurrence of (i) the estate or interest of Lessee in any acceleration of the Properties shall be levied upon obligations of Tenant under any Indebtedness or attached in other obligations under which it is liable for more than $20,000,000 or (ii) the maturity of $20,000,000 or more of Indebtedness of Tenant by its terms which has not been paid or (iii) the entry of any proceeding judgment against Tenant for $20,000,000 or more which has not been vacated or appealed and such estate or interest is about to be sold or transferred or such process stayed; provided that for the purposes of clauses (i) and (ii), the term indebtedness shall not be vacated include indebtedness for the deferred purchase price of property or discharged within ninety (90) days after it is made; orservices.
(j) if there is an “Event The occurrence of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leaseany of the Other Leases.
Appears in 1 contract
Event of Default. Each Event of Default means the Concessionaire Event of Default or the DUSIB Event of Default or both as the context may admit or require.
(a) Concessionaire Event of Default Any of the following events shall be constitute an event of default by Lessee under this Lease the Concessionaire (each, an “Concessionaire Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if unless such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental event has occurred as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an DUSIB Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolutionForce Majeure Event;
(i) if The Concessionaire fails to install the estate or interest of Lessee Prototype MTV within 60 (sixty) days from the Effective Date;
(ii) The Concessionaire fails to achieve any project milestone specified in any Project Completion Schedule within 60 (sixty) days of the Properties shall be levied upon timeline for the same;
(iii) The Concessionaire fails to achieve COD within 60 (sixty) days from the Scheduled Project Completion Date;
(iv) Any representation made or attached in any proceeding and such estate or interest warranties given by the Concessionaire under this Agreement is about found to be sold false or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; ormisleading;
(jv) if there is an “Event The Concessionaire creates any Encumbrance on the Project Site/ Project Facilities in favour of Default” any Person save and except as otherwise expressly permitted under Clause 20.2;
(vi) The Concessionaire has failed to meet the Maintenance Requirements for 2 (two) consecutive months;
(vii) the Performance Security or other breach a part of it has been encashed and appropriated and the Concessionaire fails to replenish or default by Lessee provide fresh Performance Security within a Cure Period of 30 (thirty) days;
(viii) The transfer, pursuant to law of either (a) the rights and/or obligations of the Concessionaire under any of the other Transaction Documents Project Agreements, or any Other Agreement , after (b) all or material part of the passage of all applicable notice and cure or grace periods; provided, however, Concessionaire except where such transfer in the event reasonable opinion of DUSIB does not affect the ability of the Concessionaire to perform, and the Concessionaire has the financial and technical capability to perform, its material obligations under the Project Agreements;
(ix) A resolution is passed by the shareholders of the Concessionaire for the voluntary winding up of the Concessionaire;
(x) Any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction or the Concessionaire is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction, provided that, as part of such amalgamation or reconstruction, the property, assets and undertaking of the Concessionaire are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Concessionaire under this Lease Agreement and the Project Agreements, and provided that:
A. the amalgamated or reconstructed entity has been the subject technical capability and operating experience necessary for the performance of its obligations under this Agreement and the Project Agreements;
B. the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the Concessionaire as at Effective Date; and
C. each of the Project Agreements remains in full force and effect.
(xi) The Concessionaire suspends or abandons the operations of the Project without the prior consent of DUSIB, provided that the Concessionaire shall be deemed not to have suspended/ abandoned operation if such suspension/ abandonment was (i) as a result of Force Majeure Event and is only for the period such Force Majeure is continuing, or (ii) is on account of a Securitization and any Other Agreement has not been the subject breach of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default its obligations under this LeaseAgreement by DUSIB;
(xii) The Concessionaire repudiates this Agreement or otherwise evidences an intention not to be bound by this Agreement;
(xiii) The Concessionaire suffers an attachment being levied on any of its assets causing a Material Adverse Affect on the Project and such attachment continues for a period exceeding 45 (forty five) days; and
(xiv) The Concessionaire is otherwise in Material Breach of this Agreement.
Appears in 1 contract
Sources: Concession Agreement
Event of Default. Each The occurrence of any of the following shall be an event of default by Lessee under this Lease events (each, each an “Event of Default”):) shall constitute a default by Tenant:
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect Failure by Tenant to pay Base Monthly Rent when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessordue; provided, however, Lessor shall only be required to provide such notice twice in for two (2) times during any twelve (12) consecutive month period; provided, however, if any delay in the payment of Rental as a result rent is not received when due, Landlord shall notify Tenant in writing (“Late Notice”), and Tenant shall have ten (10) days from the date of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day receipt of the date Lessee receives Late Notice to make full payment of the rent. If the late rent is not paid within the ten (10) day period, or if any subsequent rent after receiving notice thereofand the applicable 10 day cure period twice during that twelve (12) consecutive month period is not received when due after Landlord has delivered to Tenant the Late Notice as hereinabove required, then Tenant shall be in default of this Lease.
(b) Failure by Tenant to pay Additional Rent as and when such Additional Rent becomes due, and such failure continues for thirty (30) days after written notice to Tenant reporting that such payment is past due;
(c) Failure by Tenant to deliver to Landlord evidence of the existence and amounts of the insurance with endorsements and loss payable clauses as required pursuant to Article 13, if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which is not cured within thirty (30) days after written notice has been given to pay will result in the imposition of a lien against any of the PropertiesTenant;
(d) if Lessee vacates or abandons any Property;A Transfer occurs in violation of this Lease and without Landlord’s consent; Amended and Restated Master Lease - Par Petroleum - 22 Property 10978268v3 25
(e) if there is an Insolvency Event affecting Lessee;
Failure by Tenant to perform or comply with any provision of this Lease (fother than as set forth in clauses (a), (b), (c) or (d) of this Section 17) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is cured within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days after notice has been given to Tenant, or in the event of an Emergency (as hereinafter defined), within forty-eight (48) hours after notice has been given to Tenant. As used herein, the term “Emergency” shall have elapsedmean a condition that gives rise to a good faith reasonable basis for Landlord to believe the integrity of the improvements situated on the Premises may be or may imminently be in peril or jeopardy if immediate action is not taken. If, during which period Lessee may correct or cure such failurehowever, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such the failure cannot reasonably be cured within such thirty (30) day the above cure period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process Tenant shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event in default of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been if Tenant commences to cure the subject of a Securitization failure within the cure period and any Other Agreement has not been diligently and in good faith continues to cure the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.failure;
Appears in 1 contract
Sources: Master Land and Building Lease Agreement (Par Pacific Holdings, Inc.)
Event of Default. Each The occurrence of any one or more of the ---------------- following shall be events (an event of default by Lessee under this Lease (each, an “"Event of Default”):") shall constitute a default and breach of this Lease by Tenant.
(a) if The failure by Tenant to make any representation payment of rent or warranty any other payment requited to be made by Tenant hereunder, as and when due, and such failure shall not have been cured within seven (7) days after written notice thereof from Landlord. Any such notice shall constitute the notice required under Section 1161 of Lessee set forth the California Code of Civil Procedure (and/or any related or successor statutes regarding unlawful detainer actions), provided such notice is given in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;accordance with the requirements of such statute.
(b) if any Rental or other Monetary Obligation due Tenant's failure to obtain the liability insurance required to be obtained by Tenant under this Lease is not paid Lease, to provide the Letter of Credit in the full amount required under this Lease, and/or to provide any subordination or attornment agreement or estoppel certificate as and when due if required by this Lease, and such failure continues shall have continued for more than three seven (37) Business Days days after written notice from Lessor; provided, however, Lessor shall only be required of such failure is given to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofTenant;
(c) if Lessee fails to pay, prior to delinquency, Tenant's assignment of this Lease or any taxes, assessments interests herein or other charges the failure sublease of which to pay will result in the imposition of a lien against all or any portion of the Properties;Premises without Landlord's prior written consent where such consent is required by the provisions of Paragraph 17.
(d) if Lessee vacates Tenant's failure to perform any of its material obligations under this Lease other than those referenced in Paragraphs 18.1(a), (b), or abandons (c) above or to observe or comply with any Property;other requirement of this Lease and such failure shall have continued for thirty (30) days after written notice of such failure is given to Tenant; or in the event such failure is curable but cannot reasonably be cured within said thirty (30) day period, Tenant fails to commence such cure within said thirty (30) day period and thereafter diligently continue to pursue all reasonable efforts to complete said cure until completion thereof.
(e) if there is an Insolvency Event affecting LesseeTenant's failure to regularly conduct its business in the Premises for a period of more than ten (10) consecutive days, or Tenant's removal of all or substantially all of its equipment and other possessions from the Premises;
(f) if Lessee fails Tenant's assignment of its assets for the benefit of its creditors;
(g) The sequestration of, attachment of, or execution on, any substantial part of the property of Tenant or on any property essential to observe the conduct of Tenant's business on the Premises, and Tenant shall have failed to obtain a return or perform release on such property within thirty (30) days thereafter, or prior to sale pursuant to such sequestration, attachment or execution, whichever is earlier;
(h) An entry of any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardyfollowing orders by a court having jurisdiction, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor order shall have given Lessee notice thereof and continued for a period of thirty (30) days days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or an order adjudicating Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Tenant's property in bankruptcy or any other proceeding; or (3) an order directing the winding up or liquidation of Tenant; or
(i) The filing of a petition to commence against Tenant an involuntary proceeding under Title 11 of the United States Code, and Tenant shall have elapsed, during which period Lessee may correct or cure fail to cause such failure, upon failure of which an Event of Default shall petition to be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured dismissed within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasethereafter.
Appears in 1 contract
Sources: Lease (Rambus Inc)
Event of Default. Each The occurrence of any of the following shall be an event of default by Lessee under this Lease events (each, each an “Event of Default”):) shall constitute a default by Tenant:
17.1.1 Failure by Tenant to pay rent or any other sum due hereunder within ten (a10) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after days following written notice from Lessor; providedto Tenant of such delinquency. Provided, however, Lessor if: (i) the Landlord shall only be required have sent to provide the Tenant two (2) notices of such notice twice in any twelve (12) month period; provided, however, any delay in default with respect to the payment of Rental as a result Monthly Rent, even though the same shall have been cured and this Lease not terminated; and (ii) during the same calendar year in which said notices of a technical error default have been sent to Tenant, the Tenant shall thereafter default in any subsequent payment of Monthly Rent—the wiring and/or automated clearinghouse process same shall not constitute be deemed to be an Event of Default hereunder so long as upon the same is corrected within one (1) Business Day of Landlord giving the date Lessee receives Tenant written notice thereof;, without the ten (10) day grace period set forth above.
17.1.2 Failure by Tenant to perform or comply with any provision of this Lease (cother than as set forth in Subsection 17.1.1) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is cured within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice has been given to Tenant. If, during which period Lessee may correct or cure such failurehowever, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such the failure cannot reasonably be cured within such the foregoing thirty (30) day cure period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process Tenant shall not be vacated in default of this Lease if Tenant commences to cure the failure within the cure period and diligently and in good faith continues to cure the failure.
17.1.3 To the extent permitted by law, a general assignment by Tenant for the benefit of creditors, or discharged within ninety (90) days after it is made; or
(j) if there is an “Event the filing by or against Tenant of Default” or other breach or default by Lessee any proceeding under any of the other Transaction Documents insolvency or any Other Agreement bankruptcy law, after the passage of all applicable notice and cure or grace periods; provided, howeverunless, in the event that this Lease has been the subject case of a Securitization and any Other Agreement has not been proceeding filed against Tenant, the subject same is dismissed within sixty (60) days, or the appointment of a trustee or receiver to take possession of all or substantially all of the same Securitization assets of Tenant, unless possession is restored to Tenant within (30) days, or any series relating to such Securitization, an “Event execution or other judicially authorized seizure of Default” under such Other Agreement shall not constitute an Event all or substantially all of Default under Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days.
17.1.4 Any notice delivered pursuant to this Section 17.1 shall be in lieu of, and not in addition to, any notice that otherwise may be required by law.
Appears in 1 contract
Sources: Commercial Ground Lease (Palace Entertainment Holdings, Inc.)
Event of Default. Each Any material breach by Borrower of any covenant, agreement, provision or warranty contained in this Agreement or in any of the following shall be OCII Documents that remains uncured upon the expiration of any applicable notice and cure periods contained in any OCII Document, including without limitation, Section 21.3 hereof, will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):," including the following:
(a) Borrower fails to make any payment required under this Agreement within fifteen (15) days after the date when due; or
(b) On or after the Loan Closing Date, any lien is recorded against all or any part of the Site or the Project without OCII's prior written consent, whether prior or subordinate to the lien of the Deed of Trust or Declaration of Restrictions, and the lien is not removed from title, or otherwise remedied to the OCII's satisfaction within thirty (30) days after ▇▇▇▇▇▇▇▇'s receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by the City, provided that ▇▇▇▇▇▇▇▇ commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(c) Borrower fails to perform or observe any other term, covenant or agreement contained in any OCII Document, and the failure continues for thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(d) Any representation or warranty of Lessee set forth made by Borrower in this Lease is false any OCII Document proves to have been incorrect in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;or
(e) if there All or a substantial or material portion of the improvements on the Site is an Insolvency Event affecting Lesseedamaged or destroyed by fire or other casualty, and OCII has determined upon restoration or repair that the security of the Deed of Trust has been impaired or that the repair, restoration or replacement of the improvements in accordance with the requirements of the Deed of Trust is not economically practicable or is not completed within two (2) years of the receipt of insurance proceeds; or all or a substantial or material portion of the improvements is condemned, seized or appropriated by any non-City Governmental Agency or subject to any action or other proceeding instituted by any non-City Governmental Agency for any purpose with the result that the improvements cannot be operated for their intended purpose;
(f) Borrower is dissolved or liquidated or merged with or into any other entity; or, if Lessee fails Borrower is a corporation, partnership, limited liability company or trust, Borrower ceases to observe or perform any exist in its present form (unless otherwise approved pursuant to Article 16) and (where applicable) in good standing and duly qualified under the laws of the other covenants, conditions or obligations jurisdiction of Lessee in this Leaseformation and California for any period of more than ten (10) days; provided, howeveror, if any such failure does not involve Borrower is an individual, Borrower dies or becomes incapacitated; or all or substantially all of the payment assets of any Monetary Obligation, is not willful Borrower are sold or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all otherwise transferred except as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;permitted under Section 16.1; or
(g) if a finalWithout OCII's prior written consent as required under the terms of this Agreement, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse EffectBorrower assigns or attempts to assign any rights or interest under any OCII Document, and is not discharged whether voluntarily or provision made for such discharge within ninety (90) days from the date of entry thereof;involuntarily, except as permitted under Section 16.1; or
(h) if Lessee shall be liquidated Without OCII's prior written consent, Borrower voluntarily or dissolved involuntarily assigns or shall begin proceedings towards its liquidation attempts to sell, lease, assign, encumber or dissolution;otherwise transfer all or any portion of the ownership interests in Borrower except as permitted under Article 16; or
(i) if Without OCII’s prior written consent, ▇▇▇▇▇▇▇▇ transfers, or authorizes the estate or interest of Lessee transfer of, funds in any of the Properties shall be levied upon Account required or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madeauthorized under this Agreement; or
(j) if there Either the Deed of Trust or the Declaration of Restrictions ceases to constitute a valid and indefeasible perfected lien on the Site and improvements, subject only to Permitted Exceptions; or
(k) Borrower is subject to an “Event order for relief by the bankruptcy court, or is unable or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of Default” creditors; or Borrower applies for or consents to the appointment of any receiver, trustee or similar official for Borrower or for all or any part of its property (or an appointment is made without its consent and the appointment continues undischarged and unstayed for sixty (60) days); or Borrower institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to Borrower or to all or any part of its property under the laws of any jurisdiction (or a proceeding is instituted without its consent and continues undismissed and unstayed for more than sixty (60) days); or any judgment, writ, warrant of attachment or execution or similar process is issued or levied against the Site, the improvements or any other breach property of Borrower and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or
(l) Any material adverse change occurs in the financial condition or operations of Borrower, such as a loss of services funding or rental subsidies, that has a material adverse impact on the Project; or
(m) Borrower fails to make any payments or disbursements required to bring the Loan in balance after OCII determines that the Loan is out of balance; or
(n) On or after the Loan Closing Date and before a certificate of occupancy is issued for the Project, Borrower ceases rehabilitation or construction of the Project for a period of fifteen (15) consecutive working days, and the cessation is not excused under Section 19.3 ; or
(o) Borrower is in default by Lessee of its obligations with respect to any funding obligation (other than the Loan) for the Project, and the default remains uncured following the expiration of any applicable cure periods; or
(p) Borrower is in default of its obligations under any other agreement entered into with OCII or the City and County of San Francisco, and the other Transaction Documents or default remains uncured following the expiration of any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Sources: Loan Agreement
Event of Default. Each of the following With respect to a Party, there shall be an event of default by Lessee under this Lease (each, an each a “Event of Default”):) if:
(a1) if Such Party fails to pay any amount within five (5) business days after receipt of written notice that such amount is past due;
(2) Except as otherwise set forth in this Section 13.a., such Party is in breach of any representation or warranty of Lessee set forth herein or fails to perform any material obligation set forth in this Lease is false in any material respect when made, Agreement and such breach or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease failure is not paid when due if such failure continues for more than three cured within sixty (360) Business Days days after written notice in writing from Lessorthe non-defaulting Party; provided, however, Lessor that the cure period shall only be required extended by the number of days during which the defaulting Party is prevented from taking curative action solely by Force Majeure if the defaulting Party had begun curative action and was proceeding diligently, using commercially reasonable efforts, to provide complete such notice twice curative action;
(3) Such Party admits in writing its inability to pay its debts generally as they become due;
(4) Such Party files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day other applicable law or statute of the date Lessee receives notice United States of America or any State, district or territory thereof;
(c5) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges Such Party makes an assignment for the failure benefit of which to pay will result in the imposition of a lien against any of the Propertiescreditors;
(d6) if Lessee vacates Such Party consents to the appointment of a receiver of the whole or abandons any Propertysubstantial part of its assets;
(e7) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenantsSuch Party has a petition in bankruptcy filed against it, conditions or obligations of Lessee in this Lease; provided, however, if any and such failure does not involve the payment of any Monetary Obligation, petition is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is dismissed within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredthe filing thereof;
(g) if 8) With respect to Woodcrest, a final, nonappealable judgment “Event of Site Lease Default” under the Site Agreement by the Landlord has occurred and is rendered by a court against Lessee which has a Material Adverse Effectcontinuing, and with respect to Solarmax, a “Site Lease Event of Default” under the Site Agre ement by the Lessee has occurred and is continuing;
(9) With respect to Woodcrest only, Woodcrest causes an event of default under the Interconnection Agreement or otherwise causes through its actions or omissions the Interconnection Agreement to be terminated or cancelled;
(10) Such party fails to maintain insurance as required by this Agreement, unless such failure is the result of Solarmax’s failure to pay for such excess insurance, or special fees for a certificate of insurance for Solarmax to be included as additional insured after reimbursement for such costs are submitted in writing and Solarmax fails to make reimbursement within forty-five (45) days;
(11) A court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of such Party’s assets, and such order, judgment or decree is not discharged vacated or provision made for such discharge set aside or stayed within ninety (90) days from the date of entry thereof;; or
(h12) if Lessee Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall be liquidated assume custody or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any control of the Properties shall be levied upon whole or attached in any proceeding substantial part of such Party’s assets and such estate custody or interest control is about to be sold not terminated or transferred or such process shall not be vacated or discharged stayed within ninety (90) days after it is made; or
(j) if there is an “Event from the date of Default” assumption of such custody or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasecontrol.
Appears in 1 contract
Sources: Asset Purchase Agreement (SolarMax Technology, Inc.)
Event of Default. Each The occurrence of one or more of the following events shall be an event of default by Lessee under this Lease (each, an “Event of Default”):” hereunder:
(ai) if on any representation or warranty of Lessee set forth Payment Date the funds in this Lease is false in the Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date and the Borrower fail to pay such insufficiency on such Payment Date; provided that Borrower shall have an additional two Business Days past the related Payment Date to make any material respect when madesuch payment, or if Lessee renders but only once during any materially false statement or account when madetwelve month period;
(bii) intentionally omitted;
(iii) if the Borrower fail to pay the outstanding Indebtedness on the Maturity Date;
(iv) if on any Rental or other Monetary Obligation Payment Date the Borrower fail to pay the Basic Carrying Costs Monthly Installment, the Capital Reserve Monthly Installment, the Cash Collateral Account Bank Fees due under this Lease is not paid when due if on such failure continues for more than three Payment Date (3to the extent Borrower are obligated to make such payments hereunder); provided that Borrower shall have an additional two (2) Business Days after written notice from Lessor; providedpast the related Payment Date to make any such payment, however, Lessor shall but only be required to provide such notice twice in once during any twelve (12) month period;
(v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account together with any funds in the Cash Collateral Account not allocated to another Sub-Account are insufficient to make such payment and Borrower has not otherwise paid such Basic Carrying Cost or funded such shortfall to Lender; provided that Borrower shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period;
(vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an “Event of Default”;
(vii) any breach of Sections 2.11(a) (subject, however, to the proviso in Section 2.11(a)(ii)) , 2.11(b), 2.11(e), 5.1(T), 5.1(V), 5.1(W), 5.1(X), or 6.1(B);
(viii) intentionally omitted;
(ix) if without Lender’s prior written consent (which consent shall not be unreasonably withheld) (A) any Franchisor resigns or is removed or is replaced (except as otherwise expressly provided herein), or (B) any Franchise Agreement is entered into for the Property or (C) there is any material change in or termination of any Franchise Agreement for the Property;
(x) if Borrower fails to pay any other amount payable pursuant to this Agreement or any other Loan Document within two (2) Business Days of the date when due and payable in accordance with the provisions hereof or thereof, as the case may be;
(xi) if any representation or warranty made herein by Borrower or Operating Lessee or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operating Lessee in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower or Operating Lessee, as applicable, shall be false in any material respect as of the date such representation or warranty was made or remade;
(xii) if Borrower, any of Borrower’s partners or members, as applicable, or Operating Lessee makes an assignment for the benefit of creditors;
(xiii) if a receiver, liquidator or trustee shall be appointed for Borrower, any of Borrower’s partners, members or shareholders, as applicable, or if Borrower, any of Borrower’s partners, members or shareholders, as applicable, or Operating Lessee shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower, any of Borrower’s partners, members or shareholders, as applicable, or Operating Lessee or if any proceeding for the dissolution or liquidation of Borrower, any of Borrower’s partners, members or shareholders, as applicable, or Operating Lessee shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, any delay of Borrower’s partners, members or shareholders, as applicable, or Operating Lessee as the case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if Borrower, any of Borrower’s partners, members or shareholders, as applicable, or Operating Lessee shall generally not be paying its debts as they become due;
(xiv) if Borrower or Operating Lessee attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein;
(xv) if any provision of any organizational document of Borrower or Operating Lessee is amended or modified in any respect, or if Borrower, Operating Lessee or any of their respective partners, members, or shareholders, as applicable, fails to perform or enforce the payment provisions of Rental such organizational documents or attempts to dissolve Borrower or Operating Lessee; or if Borrower, Operating Lessee or any of their respective partners, members or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(T) or 6.1(D);
(xvi) if Borrower or Operating Lessee enters into any interest rate cap protection agreement, interest rate swap, interest rate hedge agreement or any similar agreement other than the Interest Rate Cap Agreement or unless consented to by Lender in its sole discretion;
(xvii) if an event or condition specified in Section 5.1(S) shall occur or exist with respect to any Plan, Multiemployer Plan or plan and, as a result of a technical error such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate or any affiliate shall incur or in the wiring and/or automated clearinghouse process opinion of Lender shall not constitute an Event of Default hereunder so long as the same is corrected within one be reasonably likely to incur a liability to a Plan, a Multiemployer Plan, PBGC or plan (1) Business Day or any combination of the date Lessee receives notice thereofforegoing) which would constitute, in the determination of Lender, a Material Adverse Effect;
(cxviii) any breach of Section 5.1(I) or 5.1(P), or, if Lessee fails to paywithout Lender’s prior written consent, prior to delinquencyexcept as expressly permitted in this Agreement, (A) Manager resigns or is removed or is replaced, (B) the Management Agreement is entered into for the Property or (C) there is any taxes, assessments material change in or other charges the failure of which to pay will result in the imposition of a lien against any termination of the Properties;
(d) if Lessee vacates or abandons any Management Agreement for the Property;
(exix) if there is an Insolvency Event affecting Lessee[intentionally omitted];
(fxx) if without Lender’s prior written consent (A) Operating Lessee fails to observe resigns or perform is removed or is replaced, (B) any Operating Lease is entered into for the Property or (C) there is any change in or termination of the Operating Lease;
(xxi) if Borrower or Operating Lessee shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Note, the Mortgage or obligations of Lessee the other Loan Documents, not otherwise referred to in this LeaseSection 7.1, for ten (10) days after written notice to Borrower from Lender or its successors or assigns, in the case of any default which can be cured by the payment of a commercially reasonable sum of money or for thirty (30) days after written notice from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if any such failure does not involve the payment non-monetary default under this subparagraph is susceptible of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower shall have a reasonable period commenced to cure such failure beyond default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed ninety (90) days after receiving the original notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredLender;
(gxxii) if a final, nonappealable judgment the Operating Lessee is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged in default beyond any applicable notice or provision made for such discharge within ninety (90) days from cure period under the date of entry thereofOperating Lease;
(hxxiii) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” shall occur under any Subordination, Attornment and Security Agreement;
(xxiv) Borrower’s failure to cause Hyatt to complete all PIP Work to Hyatt’s satisfaction on or other breach or default before the earlier of the relevant dates set forth in the applicable Property Improvement Plans (as such dates may be extended by Lessee under Manager from time to time);
(xxv) [intentionally omitted]; and
(xxvi) if any of the other Transaction Documents or any Other Agreement , after assumptions set forth in that certain non-consolidation opinion from the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject Borrower’s counsel to Lender dated as of the same Securitization or date hereof shall be untrue in any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasematerial respect.
Appears in 1 contract
Event of Default. Each of the following The American Spectrum Parties shall be an in default of this Agreement in the event that the American Spectrum Parties breach the payment obligations required under Paragraph 3 of this Agreement, above, and the return of records required under Paragraph 7, below. Upon such event of default by Lessee under this Lease (each, each an “"Event of Default"), the New West Parties shall provide written notice to the American Spectrum Parties of the breach, and the American Spectrum Parties shall have five (5) days to cure such default from the date of such notice (the “Cure Period”):
(a) ). No delay by the New West Parties in giving such notice shall be deemed a waiver of any rights of any of the New West Parties. During the Cure Period, interest shall accrue on any late payment at the rate of 10% per annum. If and only if the American Spectrum Parties do not cure the Event of Default with regard to any representation or warranty of Lessee the payment obligations required under Paragraph 3 of this Agreement within the Cure Period, then the New West Parties may file the Stipulation for Entry of Judgment against the American Spectrum Parties as set forth in this Lease is false in any material respect when madeherein. In the event that the American Spectrum Parties do not cure an Event of Default with regard to the return of the Records required under Paragraph 7, or below, the Parties agree that the New West Parties immediately seek an order of the Court to require the American Spectrum Parties to return the Records. Commencing February 1, 2014, payments under the Note are due on the first day of each month, but will not be considered late if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation made by the fifth of that same month. Payments made after the fifth day of the month they are due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default, subject to the provisions for notice and cure set forth above. The American Spectrum Parties may only cure two (2) Events of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, for late payment during any taxes, assessments or other charges the failure of which to pay will result in the imposition twelve month period. The occurrence of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an third Event of Default hereunderfor late payment during any twelve month period shall constitute an uncured default, unless otherwise expressly provided hereinand shall entitle the New West Parties, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand notice, to immediately seek to enforce this Agreement as provided herein including, but not limited to, by filing the Stipulation for Entry of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, Judgment as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leaseset forth herein.
Appears in 1 contract
Sources: Settlement Agreement (American Spectrum Realty Inc)
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when madeSubject to the Intercreditor Agreement, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; providedduring a Control Notice Period, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in at the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day election of the date Lessee receives notice thereof;
(c) if Lessee fails to payCommon Security Trustee, prior to delinquency, any taxes, assessments or other charges and without limiting the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property Common Security Trustee’s or any other Secured Party’s rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct remedies herein or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Financing Documents (including the Security Agreement), (i) the Common Security Trustee shall have the right (but not the obligation, unless instructed pursuant to the Intercreditor Agreement) hereunder and pursuant to the Security Agreement to direct the Accounts Bank in writing to administer the Accounts and disburse funds therefrom (and, upon the exercise of such right, the Accounts Bank shall comply with any such written direction), and (ii) the Accounts Bank shall execute and deliver (or cause to be executed and delivered) to the Common Security Trustee all proxies and other instruments as the Common Security Trustee may reasonably request in writing hereunder or pursuant to the Security Agreement for the purpose of enabling the Common Security Trustee (on behalf of the Secured Parties) to exercise any Other voting or other consensual rights pertaining to the Accounts and the funds therein, which rights the Common Security Trustee shall exercise in accordance with the Intercreditor Agreement.
(b) Notwithstanding anything to the contrary in this Agreement and without limiting anything set forth in clause (a) above, from and after the passage of all applicable notice and cure or grace periods; provided, however, in delivery to the event that this Lease has been the subject Accounts Bank of a Securitization Control Notice and any Other Agreement has not been until such time as the subject of Accounts Bank receives written notice from the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Common Security Trustee that the Event of Default under this Leaseidentified in such Control Notice no longer exists and such Control Notice has been revoked (such notice of revocation, a “Control Withdrawal Notice”) (which the Common Security Trustee shall promptly deliver following the date such Event of Default no longer exists), the Accounts Bank shall not accept any instructions or certificates from the Borrower and shall only withdraw or transfer amounts in the Accounts at the written direction or with the written consent of the Common Security Trustee. The Common Security Trustee shall deliver a copy of each Control Notice to the Borrower, which copy shall not be required for effectiveness of such Control Notice.
Appears in 1 contract
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “An "Event of Default”):" shall occur under any Lease if:
(a) if Lessee fails to pay any representation Monthly Rental or warranty of Lessee set forth in this other payment required under the Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when madethe same becomes due and payable and such failure continues for ten (10) days after its due date;
(b) if Lessee attempts to or does, remove, sell, assign, transfer, encumber, sublet or part with possession of any Rental one or more items of the Property or any interest under any Lease, except as expressly permitted herein, or permits a judgment or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required claim to provide such notice twice in become a lien upon any twelve (12) month period; provided, however, any delay in or all of Lessee's assets or upon the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofProperty;
(c) if Lessee fails to payimmediately (within ten (10) days) notify Lessor of any loss, prior damage, or destruction to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the PropertiesProperty;
(d) if Any loss, damage, or destruction to the Property occurs and Lessee vacates fails to timely repair, replace or abandons any Propertymake payment as required in Section 12 herein;
(e) if there is an Insolvency Event affecting LesseeLessee permits any item of Property to become subject to any levy, seizure, attachment, assignment or execution, or Lessee abandons any item of Property;
(f) if Lessee or any guarantor fails to observe or perform any of its covenants and obligations required to be observed or performed under the other covenantsLease or guaranty and such failure continues uncured for ten (10) days after occurrence thereof, conditions except that the ten (10) day cure period shall not apply and an Event of Default shall occur immediately upon (i) Lessee's failure to maintain any required insurance or obligations (ii) Lessee’s failure to be and remain a “citizen of the United States” within the meaning of 49 U.S. Code Section 40102(a)(15) of Title 49 of the United States Code;
(g) Lessee in this Lease; providedor any guarantor breaches any of its representations or warranties made under any Lease or guaranty, however, if or any such failure does not involve representations or warranties shall be false or misleading in any material respect;
(h) Lessee or any guarantor shall (i) be adjudicated insolvent or a bankrupt, or cease, be unable, or admit its inability, to pay its debts as they mature, or make a general assignment for the payment benefit of creditors or enter into any composition or arrangement with creditors; (ii) apply for or consent to Aircraft MLPRRMQ Initials __________ the appointment of a receiver, trustee or liquidator of it or of a substantial part of its property, or authorize such application or consent, or proceedings seeking such appointment shall be instituted against it without such authorization, consent or application and shall continue undismissed for a period of sixty (60) days; (iii) authorize or file a voluntary petition in bankruptcy or apply for or consent to the application of any Monetary Obligationbankruptcy, is not willful reorganization in bankruptcy, arrangement, readjustment of debt, insolvency, dissolution, moratorium or intentionalother similar law of any jurisdiction, does not place any Property or authorize such application or consent; or proceedings to such end shall be instituted against it without such authorization, application or consent and such proceeding instituted against it shall continue undismissed for a period of sixty (60) days;
(i) Lessee or any rights or property of Lessor guarantor shall suffer an adverse change in immediate jeopardy, and is within its financial condition after the reasonable power of Lessee to promptly cure, all date hereof as determined by Lessor in its reasonable sole discretion, then such failure or there shall not constitute an Event occur a substantial change in ownership of Default hereunderthe outstanding stock of Lessee or a substantial change in control of its board of directors;
(j) Lessee is in default under any Lease or agreement executed with Lessor; or Lessee fails to sign or otherwise authenticate and deliver to Lessor any document or record requested by Lessor in connection with any Lease executed with Lessor; or Lessee fails to do any thing determined by Lessor to be necessary or desirable to effectuate the transaction contemplated by any Lease executed with Lessor; or Lessee fails to protect Lessor's rights and interests in any Lease and the Property; or Lessee fails to provide financial statements to Lessor as provided in Section 20(g) hereof; or Lessee is in default of any obligation or any agreement with any person or entity other than Lessor which obligation or agreement arises independently of any Lease;
(k) Lessee fails to promptly execute or otherwise authenticate and deliver to Lessor or its assigns any document or record, unless otherwise expressly provided hereinas applicable, unless and until Lessor required under the terms of this Master Lease Agreement;
(l) Lessee shall have given terminated or changed its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets to any person or entity, unless: (i) such person or entity executes and delivers to Lessor an agreement satisfactory in form and substance to Lessor, in its sole discretion, containing such person's or entity's effective assumption, and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee's obligations having previously arisen, or then or thereafter arising, under the Lease, together with any and all documents, agreements, instruments, certificates, opinions and filings requested by Lessor; (ii) Lessor is satisfied as to the creditworthiness of such person's or entity's conformance to other standard criteria then used by Lessor for such purposes; and (iii) Lessee notice thereof and a period of has provided no less than thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving prior written notice of such failure from occurrence to Lessor or its assigns.
(m) Lessor in good faith believes the Property to be in danger of misuse, abuse or confiscation or to be in any other way threatened, or believes in good faith for any other reason that the prospect of payment or performance has become impaired, or if Lessee takes any action, makes any representation, or fails to do any thing requested by Lessor. If Lessee shall fail to correct , at any time before or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R after the execution of this Master Lease Agreement 7 Properties Agreement, the result of which causes Lessor, in OHgood faith, PAto believe that the prospect of Lessee's payment or performance under the Lease is impaired, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed or otherwise causes Lessor to have occurred hereunder without further notice feel insecure in funding or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from continuing to fund the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents Lease or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseSchedule.
Appears in 1 contract
Event of Default. Each The occurrence of any of the following shall be constitute an event of default by Lessee "EVENT OF DEFAULT" under this Lease (each, an “Event of Default”):Lease:
(a) if Tenant shall fail to pay to Landlord when due any representation payment of Basic Rent or warranty Additional Rent and such failure continues for ten days after receipt of Lessee set forth in this Lease is false notice, provided, however, that if two such notices are sent to Tenant in any material respect twelve-month period during the Lease Term, thereafter it shall be an Event of Default hereunder if Tenant shall fail to pay when made, due any payment of Basic Rent or if Lessee renders any materially false statement or account when made;Additional Rent; or
(b) if any Rental or other Monetary Obligation due under this Lease is not paid Tenant shall fail to pay to Landlord when due if any payment of other additional rent required by this Lease, and such failure continues for more than three fifteen days after receipt of notice, provided, however, that if two such notices are sent to Tenant in any twelve-month period during the Lease Term, thereafter it shall be an Event of Default hereunder if Tenant shall fail to pay within fifteen days of when due, any payment of other additional rent required by this Lease; or
(3c) Business Days if Tenant shall fail to maintain insurance as required by Sections 5.1.20, or shall fail to renew or reinstate the Letter of Credit as and when required in Article 7, or shall enter into an Assignment or Subletting in violation of this Lease; or
(d) if Tenant shall fail to perform or observe any of Tenant's other covenants herein (including the rules and regulations referred to in Section 5.1.6) (such failure being a "Breach") and such Breach shall continue
(i) for thirty days after written notice from Lessorof such Breach is given to Tenant, or
(ii) for more than the amount of time specified by Landlord to Tenant in situations where more than thirty days are required to correct such Breach, provided (A) Tenant promptly begins such correction after Landlord gives written notice of such Breach, (B) Tenant gives Landlord notice before the end of the thirty-day period describing progress made to date, justifying in reasonable detail the need for more time and the steps needed to complete the correction, and specifying an estimate of when the correction will be completed, and (C) Tenant diligently prosecutes the correction to completion within the time so specified; provided, however, Lessor shall only be required to provide such notice that if a Breach involving the same matter occurs repeatedly (more than twice in during any twelve (12) twelve-calendar-month period; provided), howeverand Landlord gives Tenant notice of each such Breach, any delay in the payment of Rental as a result then if Landlord gives Tenant notice of a technical error in third occurrence of a Breach involving the wiring and/or automated clearinghouse process same matter, the same shall not constitute be an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails without any further right to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;cure); or
(e) for any Breach involving the disturbance (by noise, loud music, odors, or nuisance) of another tenant in the Building or an abutter that results in a formal or informal, oral or written complaint to Landlord by such tenant or abutter or by a governmental official, if there is such Breach or a similar Breach continues or occurs ten days after Landlord gives notice to Tenant of such Breach, the same shall be an Insolvency Event affecting Lessee;of Default (without any further right to cure); or
(f) if Lessee fails to observe this Lease or perform any the estate hereby granted or the unexpired balance of the Lease Term should by operation of law or otherwise, be transferred to, devolve upon, or pass to any person other covenantsthan Tenant, conditions or obligations except as is expressly permitted by the provisions of Lessee in this LeaseSection 5.1.8; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;or
(g) if a finalthe leasehold hereby created shall be taken either by execution arising out of an action against Tenant, nonappealable judgment is rendered or by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date other process of entry thereoflaw;
(h) if Lessee any assignment shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;'made of Tenant's property for the benefit of creditors; or
(i) if the estate a receiver, guardian, conservator, or interest of Lessee in any of the Properties similar officer shall be levied upon appointed to take charge of all or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madepart of Tenant's property by a court of competent jurisdiction; or
(j) if there a petition or proceeding is filed against Tenant by others or is filed by Tenant, or an “Event of Default” or other breach or default by Lessee order for relief is entered with respect to Tenant, under any provision of the other Transaction Documents or any Other Agreement federal Bankruptcy Code, after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.ll U.S.
Appears in 1 contract
Sources: Lease (Athenahealth Inc)
Event of Default. Each one of the following shall be events is referred to as an event of default by Lessee under this Lease (each, an “"Event of Default”):":
(a1) Any failure by Tenant to pay Rent on the due date unless the failure is cured within 5 business days after notice by Landlord; however, Tenant is not entitled to more than two notices of delinquent payments of Rent during any calendar year and, if thereafter during that calendar year any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease Rent is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 perioddue, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredautomatically occur;
(g2) If Tenant's interest in this Lease or in the Premises, or if all or a finalsubstantial part of Tenant's Property, nonappealable judgment is rendered seized or taken by a court against Lessee which has a Material Adverse Effect, process of law or otherwise and is not discharged or provision made for such discharge released within ninety (90) days from the date of entry thereof15 days;
(h3) if Lessee shall be liquidated Commencement by or dissolved against Tenant of a proceeding under any provision of federal or shall begin proceedings towards state law relating to insolvency, bankruptcy, or reorganization ("Bankruptcy Proceeding"), unless dismissed within 60 days after commencement; the insolvency of Tenant or execution by Tenant of an assignment for the general benefit of creditors; the convening by Tenant of a meeting of its liquidation creditors or dissolutionany significant class thereof for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Tenant generally to pay its debts as they mature;
(i4) If a guarantor of this Lease, if the estate any, or interest a general partner or member of Lessee Tenant (if Tenant is a partnership, venture or company), becomes a debtor under any Bankruptcy Proceeding, or becomes subject to receivership or trusteeship proceedings, whether voluntary or involuntary; unless a substitute guarantor, acceptable to Landlord in any light of the Properties shall be levied upon responsibilities of Tenant under this Lease, is provided to Landlord within 15 days;
(5) If Tenant abandons the Premises for 10 consecutive days with nonpayment of rent, other than as a result of a casualty or attached in any proceeding condemnation;
(6) If Tenant fails to take possession of the Premises and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged pay rent within ninety (90) 30 days after it is made; orSubstantially Complete;
(j7) if there is an “Event of Default” If Tenant fails to perform or other breach or default by Lessee under breaches any of the other Transaction Documents agreements, terms, covenants or conditions hereof on Tenant's part to be performed (other than the obligation to pay Rent or any Other Agreement other charges payable hereunder), and that default continues for a period of 30 days after the passage of all applicable notice and cure or grace periodsby Landlord to Tenant; provided, however, in that if Tenant cannot reasonably cure the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitizationdefault within 30 days, an “Event of Default” under such Other Agreement Tenant shall not constitute an Event be in default if it commences to cure the default within that 30 days and diligently pursues it to completion within a reasonable period of Default under this Leasetime, not to exceed 60 days.
Appears in 1 contract
Sources: Office Lease (Lightbridge Inc)
Event of Default. Each Any material breach by Borrower of any covenant, agreement, provision or warranty contained in this Agreement or in any of the following shall be City Documents that remains uncured upon the expiration of any applicable notice and cure periods contained in any City Document will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):," including the following:
(a) Borrower fails to make any payment required under this Agreement within ten (10) days after the date when due; or
(b) Any lien is recorded against all or any part of the Site or the Project without the City's prior written consent, whether prior or subordinate to the lien of the Deed of Trust or Declaration of Restrictions, and the lien is not removed from title or otherwise remedied to the City's satisfaction within thirty (30) days after ▇▇▇▇▇▇▇▇'s receipt of written notice from the City to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by the City, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(c) Borrower fails to perform or observe any other term, covenant or agreement contained in any City Document, and the failure continues for thirty (30) days after ▇▇▇▇▇▇▇▇'s receipt of written notice from the City to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by the City, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(d) Any representation or warranty of Lessee set forth made by Borrower in this Lease is false any City Document proves to have been incorrect in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;or
(e) if there All or a substantial or material portion of the improvements on the Site is an Insolvency Event affecting Lessee;damaged or destroyed by fire or other casualty, and the City has determined upon restoration or repair that the security of the Deed of Trust has been impaired or that the repair, restoration or replacement of the improvements in accordance with the requirements of the Deed of Trust is not economically practicable or is not completed within two (2) years of the receipt of insurance proceeds; or all or a substantial or material portion of the improvements is condemned, seized or appropriated by any non-City Governmental Agency or subject to any action or other proceeding instituted by any non-City Governmental Agency for any purpose with the result that the improvements cannot be operated for their intended purpose; or
(f) Borrower is dissolved or liquidated or merged with or into any other entity; or, if Lessee fails Borrower is a corporation, partnership, limited liability company or trust, Borrower ceases to observe or perform any exist in its present form and (where applicable) in good standing and duly qualified under the laws of the other covenants, conditions or obligations jurisdiction of Lessee in this Lease; provided, however, if formation and California for any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.more than ten
Appears in 1 contract
Sources: Loan Agreement
Event of Default. Each An Event of Default will be the occurrence of any one of the following shall events, and upon that occurrence Lender may, at ▇▇▇▇▇▇'s option, subject to Paragraph 13 below, declare all sums secured by this Mortgage to be an event immediately due and payable.
a. Failure to pay the amount of default by Lessee under this Lease (eachany installment of principal and interest, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges payable on the failure Note, which shall have become due;
b. Nonperformance by Borrower of which to pay will result in the imposition any covenant, agreement, term, or condition of a lien against any this Mortgage, or of the Properties;
(d) if Lessee vacates Note, or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligationother agreement made by Borrower with Lender in connection with such indebtedness, is not willful or intentional, does not place any Property or any rights or property after Borrower has been given due notice (Paragraph 13) by Lender of Lessor in immediate jeopardy, such nonperformance and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedto cure;
c. Failure of Borrower to perform any covenant, during which period Lessee may correct agreement, term or cure such failurecondition in any instrument creating a lien upon the Mortgaged Property, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day periodpart thereof, which shall in no event exceed ninety (90) days after receiving notice have priority over the lien of such failure from Lessor. If Lessee shall fail to correct this Mortgage which continues beyond any applicable grace or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN period and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredfor which a default has been declared;
(g) if a finald. ▇▇▇▇▇▇'s discovery of ▇▇▇▇▇▇▇▇'s failure in any application of Borrower to Lender to disclose any fact deemed by Lender to be material, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effector the making herein, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon agreements entered into by Borrower with ▇▇▇▇▇▇ (including, but not limited to, the Note and this Mortgage) of any material misrepresentation by, on behalf of, or attached in any proceeding for the benefit of Borrower;
e. Failure by the Borrower to submit promptly to the Lender or ▇▇▇▇▇▇'s designated agent proof of payment of all insurance and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madetaxes, as required herein; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement f. IF ▇▇▇▇▇▇▇▇ DOES NOT REMAIN OWNER, after the passage of all applicable notice and cure or grace periods; providedOR IF ALL OR ANY PART OF THE PROPERTY OR AN INTEREST THEREIN IS RENTED, howeverLEASED, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such SecuritizationSOLD, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseMORTGAGED, LIENED, OR OTHERWISE TRANSFERRED BY ▇▇▇▇▇▇▇▇, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS A MIXED INCOME LOW INCOME HOUSING TAX CREDIT RENTAL APARTMENT COMPLEX, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, OR IF NEITHER ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ NOR ▇▇▇▇▇ ▇▇▇ IS A DIRECT OR INDIRECT OWNER AND A MANAGER OF THE GENERAL PARTNER OF BORROWER, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, THEN IN ANY OF THE FOREGOING EVENTS, ▇▇▇▇▇▇ MAY AT ▇▇▇▇▇▇'S OPTION DECLARE ALL THE SUMS SECURED BY THIS MORTGAGE TO BE IMMEDIATELY DUE AND PAYABLE.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Event of Default. Each (a) The occurrence of any one of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same with respect to Seller:
(i) Seller shall fail to make payments for undisputed amounts due under this Agreement to Purchaser within thirty (30) Days after notice from Purchaser that such payment is corrected within one (1) Business Day of the date Lessee receives notice thereofdue;
(cii) if Lessee fails Seller shall fail to pay, prior to delinquency, comply with any taxes, assessments or material provision of this Agreement (other charges than the failure of which obligation to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardymoney when due), and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee continue uncured for thirty (30) Days after notice thereof and a by Purchaser, provided that if such failure is not capable of being cured within such period of thirty (30) days shall have elapsedDays with the exercise of reasonable diligence, during which then such cure period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a extended for an additional reasonable period of time (not to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice Days) so long as Seller is exercising Commercially Reasonable Efforts to cure such failure;
(iii) Seller shall: (a) admit in writing its inability to pay its debts as such debts become due; (b) make a general assignment or an arrangement or composition with or for the benefit of its creditors; (c) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against such failure from Lessor. If Lessee Party under any bankruptcy or similar Law; (d) take any action for the purpose of effecting any of the foregoing, and shall fail to correct cure any of the actions or cure such failure failures within such ninety sixty (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required60) Days;
(giv) if A proceeding or case shall be commenced, without the application or consent of Seller, in any court of competent jurisdiction, seeking: (a) its liquidation, reorganization of its debts, dissolution or winding-up, or the composition or readjustment of its debts; (b) the appointment of a finalreceiver, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effectcustodian, liquidator or the like of Seller or of all or any substantial part of its assets; or (c) similar relief in respect of Seller under any Law relating to bankruptcy, insolvency, reorganization of its debts, winding-up, composition or adjustment of debts, and is not discharged such proceeding or provision made case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for such discharge within a period of ninety (90) days from the date of entry thereofDays;
(hv) if Lessee Seller shall assign this Agreement or any of its rights hereunder other than in compliance with Section 22.3, and such failure shall not be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolutioncured within thirty (30) Days after notice thereof by Purchaser;
(ivi) if the estate or interest of Lessee Any representation made by Seller under Section XIV shall be false in any of the Properties shall be levied upon or attached in any proceeding material respect and such estate or interest is about to be sold or transferred or such process failure shall not be vacated or discharged cured within ninety thirty (9030) days Days after it is madenotice thereof by Purchaser; or
(jvii) if there is an “Event Seller's failure to remedy a Capacity Shortfall in accordance with Section 11.1(d)
(b) The occurrence of Default” or other breach or default by Lessee under any one of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement following shall not constitute an Event of Default with respect to Purchaser:
(i) Purchaser shall fail to make payments for undisputed amounts due under this LeaseAgreement to Seller within thirty (30) Days after notice from Seller that such payment is due;
(ii) Purchaser shall fail to comply with any material provision of this Agreement (other than the obligation to pay money when due), and such failure shall continue uncured for thirty (30) Days after notice thereof by Seller, provided that if such failure is not capable of being cured within such period of thirty (30) Days with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time (not to exceed ninety (90) Days) so long as Purchaser is exercising Commercially Reasonable Efforts to cure such failure;
(iii) Purchaser shall: (a) admit in writing its inability to pay its debts as such debts become due; (b) make a general assignment or an arrangement or composition with or for the benefit of its creditors; (c) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against such Party under any bankruptcy or similar Law; (d) take any action for the purpose of effecting any of the foregoing, and shall fail to cure any of the actions or failures within sixty (60) Days;
(iv) A proceeding or case shall be commenced, without the application or consent of Purchaser, in any court of competent jurisdiction, seeking: (a) its liquidation, reorganization of its debts, dissolution or winding-up, or the composition or readjustment of its debts; (b) the appointment of a receiver, custodian, liquidator or the like of Purchaser or of all or any substantial part of its assets; or (c) similar relief in respect of Purchaser under any Law relating to bankruptcy, insolvency, reorganization of its debts, winding-up, composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of ninety (90) Days;
(v) Purchaser shall assign this Agreement or any of its rights hereunder other than in compliance with Section 22.3 and such failure shall not be cured within thirty (30) Days after notice thereof by Seller; or
(vi) Any representation made by Purchaser under Section XIV shall be false in any material respect and such failure shall not be cured within thirty (30) Days after notice thereof by Seller.
Appears in 1 contract
Sources: Power Purchase Agreement (LSP Batesville Funding Corp)
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if (A) any representation Monthly Debt Service Payment or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation the payment due under this Lease on the Maturity Date is not paid when due if under the Loan Documents or (B) any other portion of the Debt is not paid when due beyond any applicable grace period and such failure non-payment continues for five (5) days following written notice to Borrower that the same is due and payable;
(ii) if any of the (X) Taxes or Other Charges (other than those payable by a Tenant under a Single Tenant Lease pursuant to the terms thereof) are not paid on or before the date when the same are due and payable and such Taxes or Other Charges are not being properly contested by Borrower as permitted hereunder or deposited in a sufficient amount with Lender in accordance with the terms of this Agreement; provided, however, no more than three (3) Business Days after written notice from Lessor; providedtimes during the life of the Loan, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process event shall not constitute an Event of Default hereunder so long as the same is corrected (A) Borrower pays such Taxes or Other Charges, together with any applicable late fees or charges, within one thirty (130) Business Day days of the date Lessee receives notice thereofwhen due, and (B) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, or (Y) Taxes or Other Charges are not paid when due and payable (and such Taxes or Other Charges are not being contested in accordance with the terms of the applicable Single Tenant Lease and in accordance with the terms of this Agreement) if such obligations are the Tenant’s obligations under the applicable Single Tenant Lease, and Borrower shall fail to pay such Taxes or Other Charges, including any penalties due thereon within the earlier of (i) forty-five (45) days after delinquency and (ii) ten (10) Business Days after Borrower becoming aware of such delinquency with respect to Taxes, and within ten (10) Business Days of Borrower becoming aware of such delinquency with respect to Other Charges;
(ciii) if Lessee fails the Policies required to pay, prior be maintained by Borrower hereunder are not kept in full force and effect or if evidence of the Policies are not delivered to delinquency, Lender on request in accordance with Section 6.1;
(iv) if Borrower transfers or encumbers any taxes, assessments or other charges the failure portion of which to pay will result in the imposition of a lien against any of the PropertiesProperties (except to the extent such transfer or encumbrance would otherwise constitute a Permitted Encumbrance pursuant to clause (d) of the definition thereof) or any direct or indirect ownership interest in a Restricted Party in violation of the provisions of Section 5.2.10 or Section 5.2.11 hereof or Article 7 of the Security Instruments;
(dv) if Lessee vacates any representation or abandons warranty made by Borrower, Principal, if any, or Guarantor herein or in any Propertyother Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender by or on behalf of Borrower shall have been false or misleading in any material adverse respect as of the date the representation or warranty was made;
(evi) if there is Borrower, Principal, if any, Guarantor or any other guarantor or indemnitor under any guaranty or indemnity, respectively, issued in connection with the Loan shall make an Insolvency Event affecting Lesseeassignment for the benefit of creditors;
(fvii) if Lessee fails Borrower violates or does not comply with the provisions of Section 5.2.2, or if a receiver, liquidator or trustee shall be appointed for Borrower, Principal, if any, Guarantor or any other guarantor or indemnitor under any guarantee or indemnity, respectively issued in connection with the Loan or if Borrower, Principal, if any, Guarantor or such other guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to observe the Bankruptcy Code, or perform any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Principal, Guarantor or such other guarantor or indemnitor, or if any proceeding for the dissolution or liquidation of the Borrower, Principal, if any, Guarantor or such other covenants, conditions guarantor or obligations of Lessee in this Leaseindemnitor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Principal, if any, Guarantor or such other guarantor or indemnitor, upon the same not being discharged, stayed or dismissed within sixty (60) days;
(viii) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix) if Borrower violates or does not comply with any of the provisions of Sections 5.1.17(b)(vi), 5.1.17(b)(vii), and 5.1.17(f), or if Borrower terminates a Material Lease without the prior written consent of Lender;
(x) if a default by Borrower has occurred and continues beyond any applicable cure period under any Management Agreement (or any Replacement Management Agreement) if such default permits the Manager thereunder to terminate or cancel such Management Agreement (or any Replacement Management Agreement) in accordance with the terms of this Agreement;
(xi) if Borrower or Principal, if any, violates or otherwise does not comply with any of the provisions of Section 4.1.36 hereof; provided, however, that any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure breach shall not constitute an Event of Default hereunderif such breach is inadvertent, unless otherwise expressly provided hereinimmaterial and non-recurring, unless and until Lessor Borrower reasonably promptly delivers to Lender an Insolvency Opinion or a modification of the existing Insolvency Opinion within twenty (20) days of the incurrence of such action, as applicable, to the extent that such breach shall have given Lessee notice thereof not materially negate or nullify the opinions rendered in the Insolvency Opinion delivered on the date hereof;
(xii) subject to Borrower’s right to contest pursuant to Section 5.1.2, if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien that is a Permitted Encumbrance and such Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days;
(xiii) subject to Borrower’s right to contest pursuant to Section 5.1.2, if any federal tax lien or state or local income tax lien is filed against Borrower, Principal, if any, Guarantor or any Individual Property and same is not discharged of record within thirty (30) days after same is filed;
(xiv) if (A) after ten (10) Business Days written notice from Lender, Borrower has not provided Lender with the written certification and evidence referred to in Section 5.2.8 hereof, (B) Borrower is a Plan or a Governmental Plan or its assets constitute Plan Assets; or (C) Borrower consummates a Prohibited Transaction or Prohibited Governmental Transaction;
(xv) if Borrower shall have elapsedfail to deliver to Lender, during which period Lessee may correct within twenty (20) days after written request by Lender, any estoppel certificates required pursuant to the terms of Section 5.1.13(a) and (c) hereof;
(xvi) if any default occurs under any guaranty or cure indemnity executed in connection herewith (including the Guaranty and the Environmental Indemnity) and such failuredefault continues after the expiration of applicable grace periods, upon failure of which an Event of Default if any;
(xvii) if Borrower shall be deemed in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to have occurred hereunder without further notice secure debt or demand other security agreement covering any part of any kind being required. If Individual Property whether it be superior or junior in lien to the related Security Instrument;
(xviii) with respect to any term, covenant or provision set forth herein which specifically contains a written notice requirement or grace period, if Borrower shall be in default under such failure term, covenant or condition after Borrower’s receipt such required written notice and the expiration of such grace period contained therein;
(xix) if any of the assumptions relating to separateness contained in the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, or in any other “non-consolidation” delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;
(xx) if there shall be a default under the Security Instruments or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;
(xxi) if Borrower shall be in default beyond applicable notice and grace periods under the La Grange REA Agreements; or
(xxii) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxii) above, for ten (10) days after written notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money (including any Default relating to an obligation of a Tenant under a Lease which can be cured with the payment of a sum of money), or for thirty (30) days after written notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in no event the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail (subject to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties further extension by Lender, in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periodsLender’s sole discretion); provided, however, in that with respect to any non-monetary Default caused by a Tenant’s failure to perform its obligations under a Single Tenant Lease, such cure period shall be extended for so long as Borrower is using commercially reasonable efforts to enforce its rights and remedies under such Single Tenant Lease, provided such Default does not impair the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject value, use or operation of the same Securitization or any series relating related Individual Property and has no material effect on Borrower’s ability to such Securitization, an “Event perform its obligations under this Agreement.
(b) Upon the occurrence of Default” under such Other Agreement shall not constitute an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any Individual Property, including declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under this Leasethe other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.
Appears in 1 contract
Event of Default. Each of the following events shall be constitute an event Event of default by Lessee under Default of this Lease (each, herein called an “Event of Default”):
(a) if any representation If Tenant shall fail to pay Fixed Annual Rent or warranty Additional Rent when the same is due and payable under the terms of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when madeand such failure continues for a period of five (5) Business Days after notice thereof from Landlord to Tenant;
(b) if If either Tenant or any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day guarantor of the date Lessee receives notice thereofLease shall make an assignment for the benefit of its creditors;
(c) if Lessee fails If any petition shall be filed against Tenant in any court, whether or not pursuant to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any statute of the PropertiesUnited States or of any state, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and if any such proceeding shall not be dismissed within one hundred twenty (120) days after the institution of the same; or if any such petition shall be so filed by either Tenant or by any guarantor of the Lease;
(d) if Lessee vacates If, in any proceeding, a receiver or abandons trustee be appointed for all or substantially all of Tenant’s property or all or substantially all of any of Tenant’s property relating to any Individual Property, and such receivership or trusteeship shall not be vacated or set aside within one hundred twenty (120) days after the appointment of such receiver or trustee;
(e) if there is If, at any time prior to the last month of the Term, Tenant suspends or ceases to manage and operate an Insolvency Event affecting LesseeIndividual Property for the Permitted Use (other than for reasons of Unavoidable Delay, Major Alterations and/or temporary interruptions or closures due to alterations and/or repair and restoration due to casualty or condemnation), and does not resume management and operation of the Individual Property for Permitted Uses within one hundred twenty (120) Business Days following notice from Landlord;
(f) if Lessee fails If Tenant shall fail to perform or observe or perform any other requirement of the other covenants, conditions or obligations of Lessee this Lease (not hereinbefore in this Lease; provided, however, if any such failure does not involve Section 20.1 specifically referred to) on the part of Tenant to be performed or observed (other than the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property a sum of Lessor in immediate jeopardy, money) and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of continue for (i) thirty (30) days shall have elapsedafter notice thereof from Landlord to Tenant, during which period Lessee may correct or cure (ii) if such failuredefault is susceptible to cure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure canbut is not reasonably be cured susceptible to cure within such thirty (30) day period, such longer period (not to exceed 180 days) as determined by Lessor in its reasonable discretion, shall be reasonably necessary for Tenant to effect such cure provided that Tenant has commenced such cure within such 30-day period and Lessee thereafter is diligently pursuing a prosecuting such cure (and, in all cases, however, subject in all respects to the provisions of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;Section 24.3); or
(g) if If any breach (by the landlord or tenant) under the GLCR Master Lease shall occur and such breach continues for a finalperiod of five (5) Business Days after notice thereof from Landlord to Tenant. For avoidance of doubt, nonappealable judgment is rendered by without limiting any other provision of this Lease, all of the above periods are subject to adjustment for Unavoidable Delay. Upon the happening of any Event of Default, but subject in all respects to the provisions of Section 24.3, in addition to all other remedies available hereunder, at law and in equity, Landlord may give to Tenant a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety notice (90hereinafter called “notice of termination”) days terminating this Lease at the expiration of ten (10) Business Days from the date of entry thereof;
service of such notice of termination, and at the expiration of such ten (h10) Business Days, this Lease and the Term, as well as all of the right, title and interest of the Tenant hereunder, shall wholly cease and expire in the same manner and with the same force and effect as if Lessee the date of expiration of such ten (10) Business Day period were the date originally specified herein for the expiration of the Term, and Tenant shall then quit and surrender the Property Portfolio to Landlord, and Landlord or Landlord’s agents or servants may, either by summary process or by any suitable action or proceeding at law, immediately or at any time thereafter reenter the Property Portfolio and remove therefrom Tenant, its agents, employees, servants, licensees and any Subtenants and other Persons, and all or any of its or their property therefrom, and repossess and enjoy the Property Portfolio, together with all additions, alterations and improvements thereto; but Tenant shall remain liable as hereinafter provided, subject to the provisions of Section 29. In addition, should Landlord elect to reenter the Property Portfolio, or any Individual Property, upon an Event of Default, by Tenant, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, then, subject to the rights of Leasehold Mortgagee(s) (as such rights are set forth in Article 15 above), Landlord may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Property Portfolio, and relet the Property Portfolio or any part thereof for such term or terms (that may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. If such rentals received from such reletting during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be liquidated calculated and paid monthly. Landlord shall use commercially reasonable efforts to mitigate any damages incurred or dissolved or suffered by Landlord in connection with any Event of Default, provided, however, Tenant agrees in favor of Landlord that Landlord’s obligation to mitigate shall begin proceedings towards its liquidation or dissolution;
not include an obligation to (i) if lease the estate Property Portfolio, or interest any portion thereof, to a prospective tenant for a rental less than the current fair market rental then prevailing for facilities comparable to the Property Portfolio, (ii) enter into a new lease upon terms and conditions that are unacceptable to Landlord under Landlord’s then current leasing policies, provided such policies shall be consistent with then current leasing policies for buildings comparable to the general character of Lessee each Individual Property in the market in which such Individual Property is located, (iii) lease the Property Portfolio for any use other than its Permitted Use, (iv) enter into a lease with any prospective tenant which does not have, in Landlord’s reasonable opinion, sufficient financial resources or operating experience to operate the Property Portfolio in a first class manner, or (v) expend monies for the installation of leasehold improvements to the Property Portfolio. Landlord and Tenant acknowledge and agree that the foregoing is intended to apply in lieu of any obligation of Landlord to mitigate damages, or to use efforts to do so, under Legal Requirements and agree that the provisions of this Section 20.1 are intended to override and control any conflicting provisions of applicable Legal Requirements, including, without limitation, the Texas Property Code. At the election of Landlord, in its sole discretion, Landlord may pursue any of the its remedies (including termination) with respect to one or more Individual Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated obligated to solely pursue its remedies as against the entire Property Portfolio. Tenant hereby waives (i) the service of any notice of intention to re-enter or discharged within ninety obtain possession of the Property Portfolio, an Individual Property or any portion thereof, or to interpose any counterclaim of whatever nature or description, other than a compulsory counterclaim, in connection therewith, and (90ii) days after it is made; or
(j) if there is an “Event on its own behalf and on behalf of Default” or other breach or default by Lessee all persons claiming under Tenant to the extent permitted under applicable law, including all creditors, any rights Tenant and all such persons might otherwise have under any Legal Requirements to redeem the Property Portfolio, an Individual Property or any portion thereof, to re-enter or repossess the Property Portfolio, an Individual Property or any portion thereof, or to restore this Lease, after (x) Tenant is permanently dispossessed pursuant to any Legal Requirement or by any Governmental Authority, (y) Landlord reenters or obtains possession of the other Transaction Documents Property Portfolio, an Individual Property or any Other Agreement portion thereof, after pursuant to any legal act, action or proceeding, or (z) the passage date of all applicable notice termination of this Lease, whether by operation of law or pursuant to this Lease. The words “re-enter,” “re-entry” and cure “re-entered” as used in this Lease shall not be considered to be restricted to their technical legal meanings. Nothing contained in this Lease shall be considered to limit or grace periodspreclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages or otherwise by any Legal Requirements; provided, however, in that (i) Landlord may not accelerate the event that this Lease has been payment of any Rent, except the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement foregoing shall not constitute an Event of Default limit Tenant’s obligations or Landlord’s rights under this Article 39 or the GLCR Master Lease, and (ii) in no event shall Tenant be liable or responsible for any consequential, punitive or special damages except only to the extent that Landlord is obligated to pay any such damages to a third party pursuant to a final (unappealable) judgment.
Appears in 1 contract
Event of Default. Each of the following acts or omissions of Tenant or of any guarantor of Tenant's performance hereunder, or occurrences, shall be constitute an event of default by Lessee under this Lease (each, an “Event "Even of Default”):":
(a) Failure or refusal to pay Basic Rental, Additional Rent [Article 3] or any other amount provided hereunder within three (3) calendar days after written notice from Landlord that the same is delinquent; provided, however, that if Landlord gives Tenant written notice of Tenant's failure to pay Basic Rental, Additional Rent or any representation other amount provided hereunder twice in any calendar year, then no further notice of any delinquency by Tenant in making any such payment shall be required for the balance of such calendar year and Tenant's failure to pay Basic Rental, Additional Rent or warranty of Lessee set forth in any other sum due under this Lease is false in any material respect when made, within three (3) calendar days after the same becomes due or if Lessee renders any materially false statement or account when madepayable during the remainder of such calendar year shall be an Event of Default;
(b) if Failure to perform or observe any Rental other covenant or other Monetary Obligation due under condition of this Lease is not paid when due if such failure continues for more than three to be performed or observed within thirty (330) Business Days after days following written notice from Lessor; provided, however, Lessor shall only be required to provide Tenant of such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Leasefailure; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such said thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee Tenant shall have a reasonable period such additional time as may be reasonably necessary to cure such failure beyond so long as Tenant diligently commences the performance or observance of such covenant or condition within said thirty (30)‑day period30) day period and thereafter diligently prosecutes such performance to completion;
(c) Abandonment of the Premises or any significant portion thereof;
(d) The taking in execution or by similar process or law (other than by eminent domain) of the estate hereby created;
(e) To the extent permitted by law, which the filing by Tenant or any guarantor hereunder in any court pursuant to any statute of a petition in bankruptcy or insolvency or for reorganization or arrangement of for the appointment of a receiver of all or a portion of Tenant's property; the filing against Tenant or any guarantor hereunder of any such petition, or the commencement of a proceeding for the appointment of a trustee, receiver or liquidator for Tenant, or for any guarantor hereunder, or of any of the property of either, or a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any guarantor hereunder, if such proceeding shall in no event exceed ninety not be dismissed or trusteeship discontinued within thirty (9030) days after receiving notice commencement of such proceeding or the appointment of such trustee or receiver; or the making by Tenant or any guarantor hereunder of an assignment for the benefit of creditors. Tenant hereby stipulates to the lifting of the automatic stay in effect and relief from such stay for Landlord in the event Tenant files a petition under the United States Bankruptcy laws, for the purpose of Landlord pursuing its rights and remedies against Tenant and/or a guarantor of this Lease;
(f) Tenant's failure from Lessor. If Lessee to cause to be released any mechanics' liens filed against the Premises or Project, or to obtain and record a release bond removing, any such mechanics' liens, within twenty (20) days after the date the same shall fail to correct have been filed or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;recorded; and
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date The occurrence of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee any event defined elsewhere in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is this Lease as an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Sources: Standard Office Lease (Netgear Inc)
Event of Default. Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if (A) subject to the provisions of Section 2.6.3 hereof, Borrower shall fail to pay the Monthly Debt Service Payment Amount or any required deposits to the Reserve Funds in full on or prior to the related Payment Date, or (B) any portion of the Debt is not paid on the Maturity Date;
(ii) if any of the Taxes or Other Charges are not paid when the same are due and payable, except to the extent sums sufficient to pay such Taxes and Other Charges have been deposited with Lender in accordance with the terms of Section 7.2 hereof;
(iii) if (A) the Policies are not kept in full force and effect, or if copies of the Policies or other evidence of coverage being afforded under the Policies reasonably acceptable to Lender, are not delivered to Lender within ten (10) Business Days after written request therefor from Lender;
(iv) if Borrower Transfers or otherwise encumbers any portion of the Properties in violation of the provisions of this Agreement or Article 6 of the Mortgage;
(v) if any representation or warranty of Lessee set forth made by any Individual Borrower herein or in this Lease is any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect when as of the date the representation or warranty was made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide that if such notice twice Individual Borrower did not have actual knowledge at the time of representation or warranty that such representation or warranty was false or misleading in any twelve (12) month period; providedmaterial respect and the same is susceptible of being cured, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process same shall not constitute be an Event of Default hereunder so long as only if the same is corrected not cured within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice to Borrower from Lender; and provided, during which period Lessee may correct further, if (A) the condition causing the representation or warranty to be false is susceptible of cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee (B) Borrower shall have a reasonable period commenced to cure such failure beyond condition within such thirty (30)‑day period30) day period and thereafter diligently proceeds to cure the same, which and (C) the condition causing the representation or warranty to be false could not reasonably be expected to have a material and adverse effect on the financial condition, operation or business of any Individual Borrower or Individual Property, then such thirty (30) day period shall be extended for such an additional period of time as is reasonably necessary for Borrower in no event exceed ninety (90) days after receiving notice the exercise of such failure from Lessor. If Lessee shall fail due diligence to correct or cure such failure within condition, such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed additional period not to have occurred hereunder without further notice or demand of any kind being requiredexceed 150 days;
(gvi) if any Individual Borrower or Guarantor shall make an assignment for the benefit of creditors;
(vii) if a finalreceiver, nonappealable judgment is rendered liquidator or trustee shall be appointed for any Individual Borrower or Guarantor, or if any Individual Borrower or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by a court against Lessee which has a Material Adverse Effector against, consented to, or acquiesced in by, any Individual Borrower or Guarantor, or if any proceeding for the dissolution or liquidation of any Individual Borrower or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and is not discharged consented to by any Individual Borrower or provision made for such discharge Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days from the date of entry thereofdays;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. Each If an Event of the following shall be an event of default by Lessee Default under this Lease (eachshall occur, an “Event written notice thereof shall be sent by Landlord to any Leasehold Mortgagee, and Landlord shall take no action to terminate this Lease or to interfere with the occupancy, use or enjoyment of Default”):the Property, provided that:
(a) if If such Event of Default shall be a default in the payment of any representation installment of Fixed Minimum Rent or warranty Additional Rent, such Leasehold Mortgagee shall remedy such Event of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;Default not later than ten (10) days after the giving of such notice; or
(b) if If such Event of Default shall be a default in observing or performing any Rental other covenant or other Monetary Obligation due under this Lease is condition to be observed or performed by Tenant hereunder, and such Event of Default can be remedied by such Leasehold Mortgagee without obtaining possession of the Property, such Leasehold Mortgagee shall remedy such Event of Default not paid when due if later than thirty (30) days after the giving of such failure continues for more than three (3) Business Days after written notice from Lessor; providednotice, howeverprovided that, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment case of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as which cannot with diligence be remedied, or the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure remedy of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenantscannot be commenced, conditions or obligations of Lessee in this Lease; provided, however, if any within such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days days, such Leasehold Mortgagee shall have elapsed, during which such additional period Lessee as may correct or cure be necessary to remedy such failure, upon failure Event of which an Default with diligence and continuity; or
(c) If such Event of Default shall be deemed to have occurred hereunder without further notice a default which can only be remedied by such Leasehold Mortgagee upon obtaining possession of the Property, such Leasehold Mortgagee shall obtain such possession with diligence and continuity, through a receiver or demand otherwise, and shall remedy such Event of any kind being required. If such failure cannot reasonably be cured Default within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice obtaining such possession, provided that, in the case of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall which cannot with diligence be deemed to have occurred hereunder without further notice remedied, or demand the remedy of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall cannot be vacated or discharged commenced, within ninety such period of thirty (9030) days after it is made; or
(j) if there is days, such Leasehold Mortgagee shall have an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating additional period as may be necessary to remedy such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasewith diligence and continuity.
Appears in 1 contract
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if Borrower shall fail to (i) pay when due (A) any monthly installment of principal and/or interest due under the Note and any amount required to be paid into the Reserve Funds or (B) sums which are payable on the Maturity Date, or (ii) pay within five (5) days when due any other sums payable under the Note, this Agreement or any of the other Loan Documents; provided, however, that no Default shall be deemed to have occurred hereunder by reason of, and no Event of Default shall result from, a failure to pay any amount described above, where sums sufficient to pay such amounts have been deposited with Lender for such purpose (including in any Reserve Fund) and Lender is then entitled to fund such amount from such Account, and Lender fails to pay the same, unless such failure is due to Lender’s access to such funds being restricted by applicable Legal Requirements, injunction or other court order, or as a result of any action, inaction or omission by Borrower, Operating Lessee, Guarantor or any other Borrower Parties;
(ii) if any of the Taxes or Other Charges are not paid prior to delinquency, except to the extent sums sufficient to pay such Taxes have been deposited with Lender in accordance with the terms of this Agreement and Lender’s access to such sums is not restricted or constrained in any manner by applicable Legal Requirements, injunction or other court order, or as a result of any action, inaction or omission by Borrower, Operating Lessee, Guarantor or any other Borrower Parties;
(iii) if the Policies are not kept in full force and effect or if evidence of the same is not delivered to Lender as provided in Section 5.1.1(b) hereof, except to the extent the foregoing is caused by failure to pay any Insurance Premium and sums sufficient to pay such Insurance Premiums have been deposited with Lender in accordance with the terms of this Agreement and Lender’s access to such sums is not restricted or constrained in any manner by applicable Legal Requirements, injunction or other court order, or as a result of any action, inaction or omission by Borrower, Operating Lessee, Guarantor or any other Borrower Parties;
(iv) if Borrower or Operating Lessee breaches or permits or suffers a breach of Sections 4.2.1 or Article 6 of the Security Instrument;
(v) if any representation or warranty of made by Borrower or Operating Lessee set forth in this Lease is Agreement or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect when as of the date the representation or warranty was made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide that if such notice twice representation or warranty which was false or misleading in any twelve (12) month period; providedmaterial respect is, howeverby its nature, any delay in susceptible to cure, then the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process same shall not constitute an Event of Default hereunder so long as unless Borrower has not cured the same is corrected within one the (110) Business Day of the date Lessee days after Borrower receives written notice thereof;
(c) if Lessee fails to pay; and, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition case of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does default that cannot involve be cured by the payment of any Monetary Obligationmoney but is susceptible of being cured, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure default shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor it remains uncured for thirty (30) days after Borrower receives written notice thereof, and if such default is not cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Lender’s original notice, then Borrower shall have given Lessee notice thereof such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice;
(vi) if Borrower, Operating Lessee, any SPC Party, Sponsor or Guarantor shall make an assignment for the benefit of creditors;
(vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Operating Lessee, any SPC Party, Sponsor or Guarantor or if Borrower, Operating Lessee, any SPC Party, Sponsor or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, any SPC Party, Operating Lessee, Sponsor or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Operating Lessee, any SPC Party, Sponsor or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Operating Lessee, any SPC Party, Sponsor or Guarantor, upon the same not being discharged, stayed or dismissed within one hundred twenty (120) days;
(viii) subject to Borrower’s right to contest in accordance with Section 3.6(b) of the Security Instrument and/or the terms of this Agreement, if the Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for local real estate taxes and assessments not then due and payable or the Permitted Encumbrances, and the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days after Borrower has knowledge of same;
(ix) if any of the assumptions contained in the Insolvency Opinion, or in any New Non-Consolidation Opinion delivered to Lender in connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall have elapsedbecome untrue in any material respect, during unless, within ten (10) days after request by Lender, Borrower delivers an update to the Non-Consolidation Opinion or New Non-Consolidation Opinion, as applicable, acceptable to Lender in its reasonable discretion, confirming that such breach does not alter the opinions given therein;
(x) if (A) Borrower or Operating Lessee violates or does not comply with any of the provisions of Section 4.1.6 hereof for ten (10) days after notice to Borrower or Operating Lessee, as applicable, from Lender, or (B) Borrower, Operating Lessee or any SPC Party breaches any representation, warranty or covenant contained in Section 3.1.24 hereof;
(xi) if Borrower, Operating Lessee, Guarantor, or Sponsor fails to comply with the covenants as to the Patriot Act, OFAC, and Embargoed Persons as set forth in Section 4.1.1 hereof;
(xii) if Borrower or Operating Lessee, as applicable, breaches any of the negative covenants contained in Section 4.2.11 hereof;
(xiii) if any Franchise Agreement or Brand Management Agreement is canceled, terminated or surrendered, expires pursuant to its terms or otherwise ceases to be in full force and effect, unless, in each such case, Operating Lessee or Borrower, in connection with such cancellation, termination, surrendered, expiration or cessation, enters into a Replacement Franchise Agreement with a Qualified Franchisor or Replacement Brand Management Agreement with a Qualified Brand Manager, in each case, in accordance with the applicable terms and provisions hereof within sixty (60) days of such cancellation, termination, surrender or expiration of the Franchise Agreement or Brand Management Agreement, as applicable;
(xiv) if (A) Borrower shall fail in the payment of any rent, additional rent or other charge mentioned in or made payable by the Ground Lease as and when such rent or other charge is payable (unless waived by the landlord under the Ground Lease), (B) there shall occur any default by Leasehold Borrower, as tenant under the Ground Lease, in the observance or performance of any term, covenant or condition of the Ground Lease on the part of Borrower, to be observed or performed (unless waived by the landlord under the Ground Lease), (C) if any one or more of the events referred to in the Ground Lease shall occur which period Lessee may correct would cause the Ground Lease to terminate without notice or cure such failureaction by the landlord under the Ground Lease or which would entitle the landlord to terminate the Ground Lease and the term thereof by giving notice to Borrower, upon failure of which an Event of Default as tenant thereunder (unless waived by the landlord under the Ground Lease), (D) if the leasehold estate created by the Ground Lease shall be deemed surrendered or the Ground Lease shall be terminated or canceled for any reason or under any circumstances whatsoever (except as permitted pursuant Section 8.3 hereof), or (E) if any of the terms, covenants or conditions of the Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the consent of Lender except as otherwise permitted by this Agreement;
(xv) if Borrower or Operating Lessee, as applicable shall continue to have occurred hereunder without further be in Default under any of the other terms, covenants or conditions of this Agreement not specified in Subsections (i) to (xiv) above, for ten (10) days after notice to Borrower or demand Operating Lessee, as applicable, from Lender, in the case of any kind being required. If Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such failure non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day periodperiod and provided further that Borrower or Operating Lessee, as determined by Lessor in its reasonable discretionapplicable, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in no event the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;days; and/or
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(jxvi) if there is an “Event of Default” or other breach or shall be default by Lessee under any of the other Transaction Loan Documents beyond any applicable cure periods contained in such Loan Documents (or if no cure periods are set forth therein, then the applicable cure periods set forth in this Section 10.1(a)), whether as to any Borrower Party or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt.
(b) Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above with respect to the Borrower, Operating Lessee and/or SPC Party only) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any Other Agreement or all rights or remedies provided in the Loan Documents against Borrower, after Operating Lessee and the passage Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above with respect to the Borrower, Operating Lessee and/or SPC Party only, the Debt and all applicable other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and cure each of Borrower and Operating Lessee hereby expressly waives any such notice or grace periods; provideddemand, howeveranything contained herein or in any other Loan Document to the contrary notwithstanding.
(c) Notwithstanding the foregoing or anything herein to the contrary, in the event that this Lease has been the subject there is a non-monetary Event of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series Default relating to a specific Individual Property, Borrower may cause a cure of such Securitization, Event of Default by effectuating an “Individual Property Release pursuant to and in accordance with the terms of Section 2.7 hereof (other than satisfying the condition that there is no Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease).
Appears in 1 contract
Event of Default. Each An Event of Default occurs if:
a) The Commission believes that the Grant Funds or part of the following shall be an event Grant Funds are not being used for the Project;
b) The Commission believes that the Grant Funds or part of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when madethe Grant Funds are not being used, or if Lessee renders any materially false statement or account when madehas not been applied with competence, efficiency and diligence;
d) The Commission believes that an Applicant has spent or committed, or will spend or commit, all or part of the Grant Funds:
i) for a purpose or purposes inconsistent with or contrary to this Agreement and the Project;
ii) imprudently or in an unreasonable fashion having regard to the purpose of this Agreement; or
iii) on goods, services or goods and services for which an Applicant has paid or will pay a price which is unreasonably high;
e) An Applicant is unable (bincluding through insolvency) if any Rental or other Monetary Obligation due under unwilling to commence or continue work on the Project;
f) An Applicant breaches this Lease is Agreement and does not paid when due if such failure continues for more than three (3) Business Days after completely rectify the breach within ten business days on receipt of a written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day or on behalf of the date Lessee receives notice thereofCommission specifying the breach and calling upon the breach to be rectified;
(cg) if Lessee fails An Applicant breaches a provision of this Agreement, which breach cannot be completely rectified;
h) An Applicant breaches or is likely to pay, prior breach an Agreement it has with a third party which will or is likely to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition Project being jeopardised or adversely affected;
i) An Applicant enters or is likely to enter into an Agreement or arrangement with a third party which will or is likely to result in the Project being jeopardised or adversely affected, or this Agreement being breached;
j) An Applicant does not promptly inform the Commission of any occurrence which may adversely affect the Project in a lien against material way or the ability of the Applicant to deliver the Project;
k) An Applicant does not act with integrity, good faith and probity in accordance with good corporate governance practices;
l) An Applicant attempts to, sell, transfer, assign, mortgage, charge and otherwise dispose of or deal with any of the Propertiesits rights, entitlements and powers under this Agreement;
(dm) if Lessee vacates An Applicant does not comply with all State or abandons any PropertyCommonwealth laws;
(en) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure An Applicant does not involve reasonably cooperate with the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, Commission in the event that administration of this Lease has been Agreement; and
o) An Applicant refuses upon reasonable notice, to provide the subject Commission or its agents, with access at any reasonable time and from time to time to the Applicant's Project Site, premises, financial records, other documents, equipment and other property for the purpose of a Securitization audit and any Other Agreement has not been inspection by the subject of Commission in order to verify compliance by the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under Applicant with the Project and this LeaseAgreement.
Appears in 1 contract
Sources: Grant Agreement
Event of Default. Each The occurrence of any one or more of the following shall be constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):" for purposes of this Agreement:
(a) if Failure by Borrowers to pay any representation installment of principal or warranty of Lessee set forth interest or any other amount payable pursuant to this Agreement (including, without limitation, any shortfall resulting from insufficient funds in this Lease is false the real estate tax reserve as stated in any material respect when madethe Approved Budgets), the Note, the Mortgages, or if Lessee renders any materially false statement or account when made;of the other Loan Documents after ten (10) days written notice from Lender any amount after the same becomes due and payable hereunder.
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three Failure by Borrowers after thirty (330) Business Days after days written notice from Lessor; providedLender to promptly perform any other obligation or observe any other condition, howevercovenant, Lessor shall only be term, agreement or provision required to provide such notice twice in be performed or observed by Borrowers under this Agreement which is not covered by any twelve (12) month periodof the other provisions of this Section 13; provided, however, any delay provided that this period may be extended in the payment reasonable discretion of Rental as Lender for a result maximum period of a technical error an additional thirty (30) days, provided Borrowers cannot cure the default within said original thirty (30) day period and Borrowers are diligently seeking to cure the item set forth in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;notice.
(c) if Lessee fails If the Loan is deemed to pay, prior to delinquency, any taxes, assessments or other charges the failure be "Out of which to pay will result Balance" as determined in the imposition of a lien against any of the Properties;accordance with Section 7.3 hereof and Borrowers do not deposit funds with Lender in accordance with Section 7.3.
(d) if Lessee vacates Any material inaccuracy or abandons untruth in any Property;representation, covenant or warranty contained in this Agreement or any of the other Loan Documents, or of any statement or certification as to facts delivered to Lender pursuant to any Loan Document.
(e) if there is an Insolvency Event affecting Lessee;A discontinuance of the construction of Improvements for a period of twenty (20) consecutive days regardless of cause, or any material delays from the Schedule, the result of which may be, in Lender's sole reasonable judgment, that the construction of the Buildings or such other Improvements will not be completed by the Completion Date.
(f) if Lessee fails If the Projects are not completed on or before the Completion Date, in accordance with Section 5.3 hereof.
(g) Borrowers, any shareholder of Borrowers or any Guarantor files a bankruptcy petition, or is adjudicated a bankrupt or insolvent, or institutes as debtor (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or admits in writing his or its inability to observe pay his or perform its debts as they mature, or makes arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or other officer for all or any substantial part of the property of Borrowers, any shareholder of Borrowers, or any Guarantor which shall remain undismissed or undischarged for a period of sixty (60) days.
(h) The bankruptcy or insolvency of any Contractor, any general contractor who is a substitute for any Contractor or any subcontractor who performs services in connection with the Projects under a Subcontract, the contract price of which exceeds $50,000, or the withdrawal of any of the other covenantsforegoing from proceeding with the Work, conditions and failure of Borrowers to procure a contract with a new general contractor or obligations subcontractor satisfactory to Lender within sixty (60) days from the occurrence of Lessee such bankruptcy, insolvency or withdrawal.
(i) A material adverse change in this Lease; provided, however, if any such failure does not involve the payment financial condition of any Monetary Obligation, is not willful or intentional, does not place any Property Borrower or any rights Guarantor, or property a material adverse change in the value of Lessor in immediate jeopardyany Project and the failure of Borrowers to deliver to Lender other collateral satisfactory to Lender within twenty (20) days following written notice by Lender to Borrowers of such adverse change.
(j) The written disapproval by Lender at any time of any Work for failure to comply with this Agreement or substantially to comply with the Approved Plans, and is failure to cause the same to be corrected to the satisfaction of Lender within ten (10) days after the reasonable power date of Lessee to promptly curesuch disapproval.
(k) A sale, all as determined by Lessor transfer, lease, assignment, conveyance, lien or encumbrance made in its reasonable discretionviolation of Section 10.14.
(l) If the initial Construction Disbursement for the Plaza 32 Project has not been effected on or before October 1, then such failure shall not constitute an Event 1999.
(m) Failure of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and Borrowers for a period of thirty (30) days shall have elapsed, during which period Lessee may correct after Lender's written demand to procure the dismissal or cure such failure, upon failure of which an Event of Default shall be deemed disposition to have occurred hereunder without further notice Lender's satisfaction or demand in the manner otherwise permitted herein of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day periodproceedings seeking to enjoin or otherwise prevent or declare invalid or unlawful the construction, as determined by Lessor in its reasonable discretionoccupancy, and Lessee is diligently pursuing a cure maintenance or operation of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied Projects, or any material portion thereof, as called for by the terms of this Agreement, or of any proceedings which could or might affect the validity or priority of the lien of the Mortgages or other security for the Loan or which could materially affect Borrowers' ability to perform its obligations under this Agreement.
(n) The attachment, seizure, levy upon or attached in taking of possession by any proceeding and such estate receiver, custodian or interest is about to be sold assignee for the benefit of creditors or transferred all or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any a substantial part of the other Transaction Documents or any Other Agreement , after the passage property of all applicable notice and cure or grace periodsBorrowers; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the if Borrowers are taking steps to cure said default, same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute be an Event of Default unless, in Lender's sole judgment, any of the Projects shall be threatened as security for the Loan.
(o) The filing or threatened filing of any condemnation or administrative proceeding or litigation against any of the Projects or any casualty thereto which would in any way impair the completion of the Work or the full utilization of the Projects once completed; provided, however, that if Borrowers are taking steps to cure said default, same shall not be an Event of Default unless, in Lender's sole judgment, any of the Projects shall be threatened as security for the Loan.
(p) The occurrence of any Default or Event of Default under this Leaseany of the Note, the Mortgages or any of the other Loan Documents.
(q) The termination of any Borrower as a corporation, whether voluntary, by operation of law, or otherwise, without Lender's prior written consent.
(r) The death, bankruptcy, dissolution or adjudicated incompetency of any Guarantor. Borrowers and Lender hereby expressly agreeing that Lender would not make the Loan to Borrowers absent such guaranty, that such guaranty is a material inducement to Lender, and that such death, bankruptcy, dissolution or adjudication would be a material default hereunder, notwithstanding the adequacy of the Collateral.
(s) In the event Sundance Homes, Inc. pays any dividends to its shareholders during the term of the Loan.
(t) In the event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇'▇ total compensation from all sources in any calendar year during the term of the Loan exceeds One Million Dollars ($1,000,000).
(u) In the event Sundance Homes, Inc. repays any portion of the Subordinated Debt in excess of the Eight Hundred Thousand Dollars ($800,000) repayment allowed under the terms of the Loan Documents.
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following events shall be constitute an event of default by Lessee under this Lease (each, an “Event of Default”):
) under this Agreement: (a) if any representation or warranty an Event of Lessee set forth Default under and as defined in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
the Loan Agreement shall have occurred; (b) any amendment to or termination of a financing statement naming Debtor as debtor and Lender as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by Debtor without the prior consent of Lender prior to the payment in full in cash and the performance of all of the Obligations (other than inchoate indemnification obligations), if such amendment or termination or correction statement would, in Lender’s reasonable business judgment, have an adverse effect on Lender as a secured party with respect to the Pledged Collateral secured thereby, (c) any Rental registration or other Monetary Obligation due under this Lease recording of Lender’s security interest, lien or transfer or assignment for security is not paid when due amended or terminated without Lender’s prior written consent, prior to the payment in full in cash and the performance of all of the Obligations (other than inchoate indemnification obligations), if such amendment or termination would, in Lender’s reasonable business judgment, have an adverse effect on Lender as a secured party with respect to the Collateral secured thereby; or (d) the breach of any material provision of this Agreement by Debtor or the failure continues for more than three by Debtor or Subsidiary to observe or perform (3or the failure of Debtor to procure the performance by Subsidiary) Business Days after of any of the material provisions of this Agreement, following written notice from Lessorthereof (to the extent that Lender would have knowledge of such breach) and the greater of ten (10) calendar days or the applicable cure period specified in the Loan Agreement in which to cure such breach or failure; provided, however, Lessor that if such failure is reasonably susceptible of cure but cannot by its nature be cured within such ten (10) day period or cannot, after diligent attempts by Debtor, be cured within such ten (10) calendar day period, and such default is likely to be cured within a reasonable time, then Debtor shall only be required to provide such notice twice have an additional period (which shall not in any twelve case exceed thirty (1230) month periodcalendar days) to cure such failure; provided, however, any delay in that Debtor’s right to such additional cure periods shall be conditioned upon (i) Debtor having provided Lender prompt notice of such failure, together with details as to the payment of Rental as a result of a technical error in steps taken and proposed to be taken to cure such failure, (ii) Debtor’s undertaking to cure such failure within such additional cure periods, and (iii) Debtor providing to Lender its factual basis for believing such failure will be cured within such additional periods, and subject to Debtor’s compliance with the wiring and/or automated clearinghouse process foregoing clauses (i) through (iii), the failure during such period to cure the default shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute be deemed an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if (A) the Debt is not paid in full on the Maturity Date; (B) any regularly scheduled monthly payment of interest due under the Note is not paid in full on the applicable Payment Date; provided, however, (x) such nonpayment shall not be an Event of Default unless Borrower has failed to cure the same within five (5) days after notice from Administrative Agent with respect to such nonpayment and (y) so long as there otherwise exists no Event of Default, such nonpayment shall not be an Event of Default if adequate Interest Reserve Funds are available in the Account for such interest payment and Administrative Agent fails to debit such funds from the Account in violation of the terms of this Agreement; or (C) any prepayment of principal due under this Agreement or the Note is not paid when due or (D) any applicable Make Whole Fee is not paid when due;
(ii) if Borrower shall fail to pay any other sum payable under this Agreement (not otherwise set forth in Section 7.1(a)(i)) or under any of the other Loan Documents when and as the same shall become due and payable and such failure shall continue for ten (10) days following written notice from Administrative Agent of such failure;
(iii) if any of the Taxes or Other Charges are not paid on or before the date the same become delinquent (provided, however, so long as there otherwise exists no Event of Default, such nonpayment shall not be an Event of Default if adequate Tax Reserve Funds are available in the Account for the payment of any such Taxes and Administrative Agent fails to disburse such funds from the Account in violation of the terms of this Agreement);
(iv) if (i) the Policies are not kept in full force and effect, or (ii) if evidence of insurance as required pursuant to Section 5.1 hereof is not delivered to Administrative Agent within five (5) Business Days after Administrative Agent notifies Borrower of such failure;
(v) if Borrower transfers or encumbers any portion of the Property in violation of the provisions of Section 4.2.10 hereof or Section 8 of the Security Instrument;
(vi) if any representation or warranty of Lessee set forth made by Borrower or any Guarantor, made herein, in this Lease is any other Loan Document or in any certificate, report, financial statement or other instrument, agreement or document furnished to Administrative Agent by Borrower or any Guarantor shall have been false or misleading in any material respect when made; provided, that solely with respect to unintentional breaches that are susceptible to cure (it being understood that merely providing correct information shall not, in and of itself, be deemed a cure of any such breach), Borrower shall have thirty (30) days after receipt of notice by Borrower from any source whatsoever that such representation or warranty was false or misleading when made, to cure any such breach;
(vii) if Borrower or Guarantor shall make an assignment for the benefit of creditors;
(viii) if a receiver, liquidator or trustee shall be appointed for Borrower or Guarantor or if Borrower or Guarantor shall be adjudicated a bankrupt or insolvent, or if Lessee renders any materially false statement petition for bankruptcy, reorganization or account when made;
(b) arrangement pursuant to the Bankruptcy Code, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Guarantor, or if any Rental proceeding for the dissolution or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor liquidation of Borrower or Guarantor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Leaseinstituted; provided, however, if any such failure does appointment, adjudication, petition or proceeding was involuntary and not involve consented to by Borrower or Guarantor the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure same shall not constitute be an Event of Default hereunderunless such proceeding is not discharged, unless otherwise expressly provided hereinstayed or dismissed within ninety (90) days of commencement of the same;
(ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(x) if Borrower breaches any of its negative covenants contained in Section 4.2;
(xi) (a) any breach of the covenants contained in Sections 4.1.4, unless 4.1.10, 4.1.13, 4.1.15, 4.1.16, 4.1.18, 4.1.19, 4.1.20, 4.1.22 or 4.1.24 shall occur or (b) any breach of the covenants contained in Sections 4.1.3, 4.1.5, 4.1.6, 4.1.7, 4.1.8, 4.1.9 or 4.1.21 shall occur and until Lessor such breach is not cured within ten (10) days’ written notice from Administrative Agent;
(xii) if (A) a default has occurred and continues beyond any applicable cure period under the Management Agreement if such default permits the Manager thereunder to terminate or cancel the Management Agreement, or (B) a default has occurred and continues beyond any applicable cure period under the Asset Management Agreement if such default permits the Asset Manager thereunder to terminate or cancel the Asset Management Agreement;
(xiii) if Borrower violates or does not comply with any of the provisions of Section 4.1.23 hereof (except to the extent that any such violation is of an immaterial and non-recurring nature); provided, however, that in the event that Administrative Agent declares an Event of Default with respect to Borrower’s failure to comply with this clause (xiii), interest on the Loan shall not accrue at the Default Rate so long as Borrower causes the Debt to be repaid in full (including, without limitation, by paying any applicable Make Whole Fee) prior to the date that is sixty (60) days from the date Administrative Agent declares such Event of Default (it being further agreed that if Borrower fails to so repay the Debt in full by such sixtieth (60th) day, interest shall be deemed to have given Lessee notice thereof accrued from the date on which the Default under this clause (xiii) occurred);
(xiv) [***]
(xv) if any federal tax Lien or state or local income tax Lien is filed against Borrower, Guarantor or the Property and a period same is not discharged of record within thirty (30) days after same is filed
(xvi) (A) Borrower fails to timely provide Administrative Agent with the written certification and evidence referred to in Section 4.2.8 hereof, (B) Borrower is a Plan or its assets constitute Plan Assets; or (C) Borrower consummates a transaction which would cause the Security Instrument or Administrative Agent or Lenders exercise of its rights under the Security Instrument, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lenders to liability for a violation of ERISA, the Code, a State statute or other similar law;
(xvii) if Borrower shall fail to deliver to Administrative Agent the estoppel certificates required pursuant to the terms of Section 4.1.12(a) hereof;
(xviii) if any default occurs under the Guaranty, the Environmental Indemnity or any other Loan Document and such default continues after the expiration of applicable grace periods, if any;
(xix) if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security Instrument;
(xx) with respect to any term, covenant or provision set forth in this Agreement which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;
(xxi) intentionally omitted;
(xxii) intentionally omitted;
(xxiii) if (A) an uninsured judgment is entered against Borrower involving in the aggregate a liability in excess of $250,000.00, and the same shall not have elapsedbeen vacated, during which period Lessee may correct bonded, satisfied or cure stayed pending appeal within forty-five (45) from the date of the entry of such failurejudgment; or (B) an uninsured judgment is entered against any Guarantor involving in the aggregate a liability in excess of $50,000,000.00, and the same shall not have been vacated, bonded, satisfied or stayed pending appeal within forty-five (45) from the date of the entry of such judgment;
(xxiv) intentionally omitted;
(xxv) if Borrower executes any conditional ▇▇▇▇ of sale, chattel mortgage or other security instrument covering any personal property, or files a financing statement publishing notice of such security instrument, or purchases any of such personal property so that ownership of the same shall not vest unconditionally in Borrower, free from encumbrances, on delivery to the Property; or if Borrower does not furnish to Administrative Agent, upon failure demand, the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them, under which an Borrower claims title to such personal property, and the same is not cured within thirty (30) days after Borrower receives notice of any such encumbrance; 57
(xxvi) if any final, non-appealable order or decree of judgment is rendered in any judicial or administrative proceeding declaring the Property (or any portion thereof) to be in violation of any Legal Requirements and the same is not cured within forty-five (45) days of said order or decree or such longer period of time as provided in such order or decree;
(xxvii) the occurrence of a Financial Covenant Event of Default (as defined in the Guaranty), subject to the cure periods set forth in the Guaranty;
(xxviii) from and after the Building Loan Closing Date, if applicable, the occurrence, under the Building Loan Agreement, of an “Event of Default,” as such term is defined therein;
(xxix) [***]
(xxx) if Borrower shall continue to be deemed in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to have occurred hereunder without further (xxix) above for ten (10) days after notice or demand to Borrower from Administrative Agent, in the case of any kind being required. If Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Administrative Agent in the case of any other Default; provided, however, that if such failure non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in no event the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasedays.
Appears in 1 contract
Event of Default. Each Any one or more of the following events shall be constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):" hereunder:
7.1.1 Borrower or Manager fails to pay all Net Cash Flow to Lender or any other monetary obligation payable by Borrower or Manager under the Loan Documents within 10 days after the date that such payment is due.
7.1.2 Borrower fails to comply with any covenant set forth in Section 5.4 or Article 6 and Borrower or Manager fails to comply with any covenant set forth in Sections 2.3, 5.5 and 5.6 of this Agreement.
7.1.3 Borrower fails to observe and perform any other covenant, condition or agreement under the Loan Documents to be performed by Borrower and [i] continuance of such failure for a period of 30 days after written notice thereof is given to the Borrower by the Lender; or [ii] if, by reason of the nature of such default the same cannot be remedied within the said 30 days, Borrower fails to proceed with reasonable diligence (areasonably satisfactory to Lender) if after receipt of the notice to cure the same or, in any event, fails to cure such default within 60 days after receipt of the notice. The foregoing notice and cure provisions do not apply to any Event of Default otherwise specifically described in any other subsection of Section 7.1.
7.1.4 [i] The filing by Borrower of a petition under 11 U.S.C. or the commencement of a bankruptcy or similar proceeding by Borrower; [ii] the failure by Borrower within 60 days to dismiss any involuntary bankruptcy petition or other commencement of a bankruptcy, reorganization or similar proceeding against Borrower or to lift or stay any execution, garnishment or attachment of the Facility; [iii] the entry of an order for relief under 11 U.S.C. in respect of Borrower; [iv] assignment by Borrower for the benefit of its creditors; [v] the entry by Borrower into an agreement of composition with its creditors; [vi] the approval by a court of competent jurisdiction of a petition applicable to Borrower in any proceeding for its reorganization instituted under the provisions of any state or federal bankruptcy, insolvency, or similar laws; or [vii] appointment by final order, judgment or decree of a court of competent jurisdiction of a receiver of the whole or any substantial part of the properties of Borrower (provided such receiver shall not have been removed or discharged within 60 days of the date of his qualification).
7.1.5 [i] Any receiver, administrator, custodian or other person takes possession or control of all or part of any Facility and continues in possession for 60 days; [ii] any writ against all or part of any Facility is not released within 60 days; [iii] any final, non-appealable judgment is rendered
7.1.6 Any representation or warranty of Lessee set forth made by Borrower in this Lease is false the Transaction Documents, any security for the Loan, or any report, certificate, application, financial statement or other instrument furnished by Borrower pursuant hereto or thereto shall prove to be false, misleading or incorrect in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;made.
7.1.7 Borrower, Tenant or any Affiliate defaults on any indebtedness or obligation to Lender or any Lender Affiliate, any agreement with Lender or any Lender Affiliate or any Affiliate Obligation, or Borrower or Tenant defaults under any Transaction Document, (cin each case limited to the indebtedness, obligations, agreements and documents relating to the Current Phase) and any applicable grace or cure period with respect to default under such indebtedness, obligation or agreement expires without such default having been cured. This provision applies to all such indebtedness, obligations and agreements as they may be amended, modified, extended, or renewed from time to time.
7.1.8 Any guarantor (if Lessee any) of the Loan dies, dissolves, terminates, is adjudicated incompetent, files a petition in bankruptcy, or is adjudicated insolvent under 11 U.S.C. or any other insolvency law, or fails to paycomply with any covenant or requirement set forth in the guaranty of such guarantor, prior and in the case of the death or incompetency of a personal guarantor only, Borrower fails within 30 days to delinquency, any taxes, assessments deliver to Lender a substitute guaranty or other charges the failure of which collateral reasonably satisfactory to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseLender.
Appears in 1 contract
Sources: Loan Agreement (Balanced Care Corp)
Event of Default. Each Subtenant shall not be deemed to be in default hereunder unless one or more of the following shall be an event of default by Lessee under this Lease events (each, an “"Event of Default”):") shall have occurred:
(aA) if Failure on the part of Subtenant to pay the Subrent or any representation or warranty other sum of Lessee set forth in this Lease is false in any material respect money called for herein when made, or if Lessee renders any materially false statement or account when madedue and the continuation of such default for five days after notice from Sublandlord;
(bB) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in Failure on the payment part of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails Subtenant to observe or perform any other covenant, agreement or undertaking of the other covenants, conditions or obligations of Lessee Subtenant contained in this Sublease or the Master Lease; provided, howeverand the continuation of such failure for twenty days after notice from Sublandlord (or such shorter period specified in the Master Lease), provided that, to the extent permitted under the Master Lease, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure default cannot reasonably be cured within such thirty twenty day (30or shorter) day period, as determined by Lessor Subtenant shall not be in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period default hereunder if Subtenant commences to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety twenty day (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties or shorter) period and prosecutes the cure to completion in OH, PA, SC, TN good faith and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredwith due diligence;
(gC) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged If Subtenant abandons or provision made for such discharge ceases business operations within ninety the Premises (90beyond any applicable grace periods) days from at any time during the date Term of entry this Sublease or any renewal thereof;
(hD) if Lessee If Subtenant shall file a voluntary petition in bankruptcy or shall be liquidated adjudicated a bankrupt or dissolved insolvent, or in any action or proceeding shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, reorganization or debt reduction law, or shall begin proceedings towards its liquidation seek or dissolution;consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Subtenant or of all or substantially all of Subtenant's property or of the Premises; and
(iE) if If within 60 days after the estate commencement of any proceeding against Subtenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or interest similar relief under any present or future federal or state law, such proceeding shall not have been dismissed; or if, within 60 days after the appointment, without consent or acquiescence of Lessee in Subtenant, of any trustee, receiver or liquidator of Subtenant or of all or substantially all of Subtenant's property or of the Properties shall be levied upon or attached in any proceeding and Premises, such estate or interest is about to be sold or transferred or such process appointment shall not be vacated have been vacated; or discharged if, within ninety (90) 60 days after it is made; or
(j) if there is an “Event the expiration of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement such stay, after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement appointment shall not constitute an Event of Default under this Leasehave been vacated.
Appears in 1 contract
Event of Default. Each It is hereby mutually covenanted and agreed, that that any or all of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):” by Tenant:
(ai) if Tenant should fail to pay promptly when and as due any representation or warranty payment of Lessee set forth in this Lease is false in any material respect when madeBasic Monthly Rental, or if Lessee renders any materially false statement or account when made;
(b) if any Rental Additional Rent or other sums payable by Tenant hereunder (a “Monetary Obligation due under this Lease Default”), and if such Monetary Default is not paid when due if such failure continues for more than three fully cured within five (35) Business Days business days after written notice thereof from Lessor; provided, however, Lessor shall only be required Landlord to provide such notice twice Tenant (except that Landlord need not give Tenant more than two (2) notices of non-payment of monthly rent installments in any twelve (12) month period; providedone Lease Year, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute it being agreed an Event of Default hereunder so long shall exist without regard to such notice as the same is corrected within one concerns more than two (12) Business Day of the date Lessee receives notice thereof;
(c) monthly rent defaults in a Lease Year); or if Lessee fails Tenant shall fail promptly and timely to paykeep and perform each and every covenant, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does condition and agreement not involve the involving payment of any money (a “Non-Monetary ObligationDefault”) herein contained and on the part of Tenant to be kept and performed, and if such Non-Monetary Default is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is fully cured within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice from Landlord to Tenant (or within such additional time as reasonably needed to cure same if Tenant acts diligently to and does cure same promptly and holds Landlord harmless from all liability and expense arising from such default and the existence thereof is not a default under any deed of trust on the Demised Premises and does not materially adversely affect the value, during which period Lessee may correct safety or cure security of the Demised Premises nor cause disturbance to other tenants of the Building or neighboring buildings); or if Tenant fails to keep in force any insurance herein required and such failuredefault is not cured within five (5) business days after written notice, upon failure or if any act or omission of which an Event of Default shall be deemed to have occurred hereunder without further notice Tenant causes unreasonable interference with the use, occupancy or demand quiet enjoyment of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure other tenant of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct the Building or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, neighboring building and is not discharged or provision made for such discharge abated within ninety five (905) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) business days after it is madewritten notice from Landlord; or
(jii) if Tenant shall abandon or evidence any intention to abandon the Demised Premises and fail to pay any Rent due under the Lease; or,
(iii) if the Tenant’s estate hereby created shall be taken on execution or other process or law; or
(iv) if there is an “Event of Default” or other breach or default by Lessee under shall occur any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, events described in the event that Section 5 hereof which entitle Landlord to terminate this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating pursuant to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.said Section 5;
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following events shall be an event of default by Lessee under this Lease (each, constitute an “Event of Default”)::
(a) Tenant fails to pay when due any Rent, and such default continues for 5 Business Days after receipt of written notice from Landlord; provided, however, that Tenant shall not be entitled to more than 2 notices of a delinquency in a monetary obligation during any 12-month period, and if thereafter any representation or warranty Rent is not paid when due, an Event of Lessee set forth in this Lease Default shall be considered to have occurred even though no notice thereof is false in any material respect when made, or if Lessee renders any materially false statement or account when madegiven;
(b) if Tenant fails to comply with its obligations under any Rental or other Monetary Obligation due under provision of this Lease is or any other agreement between Landlord and Tenant not paid when due if requiring the payment of money, and such failure continues for more than three (3) Business Days a period of 30 days after written notice from Lessor; provided, however, Lessor shall only be required of such default is delivered to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this LeaseTenant; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure condition cannot reasonably be cured within such thirty (30) -day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee it instead shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, be an Event of Default shall be deemed if Tenant fails to have occurred hereunder without further notice or demand of any kind being requiredcommence to cure such condition within such 30 day period and thereafter fails to prosecute such action diligently and continuously to completion;
(gc) if If (i) Tenant makes a finalgeneral assignment or general arrangement for the benefit of creditors, nonappealable judgment (ii) a petition for adjudication of bankruptcy or for reorganization or rearrangement is rendered filed by a court or against Lessee which has a Material Adverse Effect, Tenant and is not dismissed within 90 days, (iii) a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within 90 days or (iv) substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial or non-judicial seizure which is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof90 days;
(hd) if Lessee This Lease or the estate of Tenant hereunder shall be liquidated or dissolved transferred to or shall begin proceedings towards its liquidation pass to or dissolutiondevolve upon any Person in violation of Section 13 of this Lease;
(ie) if Tenant abandons the estate or interest Premises for a period in excess of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made30 days; or
(jf) if there Any event which is an “Event of Default” expressly defined as or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute deemed an Event of Default under this Lease.
Appears in 1 contract
Sources: Office Lease (EverCommerce Inc.)
Event of Default. Each For purposes of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such SecuritizationPledge Agreement, an “Event of Default” under such Other Agreement shall not constitute an exist hereunder upon the happening of any of the following events:
(A) any Event of Default under any of the Loan Documents including, without limitation, any failure by the Pledgor to pay when due any amount due under the BLA or any Note; or
(B) any written representation or warranty made by Pledgor, or any guarantor of Pledgor, in the Intercreditor Agreement or any Loan Document or in connection with this LeasePledge Agreement shall prove to have been false or misleading in any material respect as of the date made; or
(C) the Pledgor shall default in the performance or observance of any provisions of this Pledge Agreement; provided, however, that in the event any default in the performance or observance of Subsection 6(B) of this Pledge Agreement has occurred, such default has continued for a period of 30 days; or
(D) subject only to the Repurchase Right and the Intercreditor Agreement, the Pledgor from and after the date hereof shall, or shall attempt to, encumber, subject to any further pledge or security interest, sell, transfer or otherwise dispose of any of the Pledged Collateral or any interest therein or any of the Pledged Collateral shall be attached or levied upon or seized in any legal proceedings against the Pledgor, which in each case within 60 days has not been discharged or execution thereof stayed pending appeal; or
(E) this Pledge Agreement shall not or shall no longer be effective in granting to Great Western a first priority perfected lien on the Pledged Securities, subject to the Intercreditor Agreement; or
(F) the failure of Pledgor to comply with or fully perform any of the terms, conditions, or covenants applicable to Pledgor under the Intercreditor Agreement.
Appears in 1 contract
Event of Default. Each Any one or more of the following events (in this Article sometimes called “Events of Default”) shall be deemed an event Event of Default by Tenant under this Lease:
(i) If default shall be made by Lessee Tenant, by operation of law or otherwise, under the provisions of Article XV hereof relating to assignment, sublease, mortgage or other transfer of Tenant’s interest in this Lease or in the Demised Premises or in the income arising therefrom;
(ii) If default shall be made in the due and punctual payment of any Basic Rent or Additional Rent payable under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long any obligation to be paid by Tenant, when and as the same shall become due and payable, and said default is corrected not cured within one ten (110) Business Day days of written notice from Landlord. Notwithstanding the ten (10) day cure period in the immediately preceding sentence, Tenant acknowledges and agrees that Basic Rent and Additional Rent is due and payable, without delay, on the various days specified elsewhere in this Lease and that the Maximum Rate of Interest and any late payment fees specified in Section 3.4 herein shall apply from the date Lessee receives notice thereof;Basic Rent and Additional Rent is first due.
(ciii) if Lessee fails to payIf default shall be made by Tenant in keeping, prior to delinquency, any taxes, assessments observing or other charges the failure of which to pay will result in the imposition of a lien against performing any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee terms contained in this Lease; provided, howeverother than those referred to in Subsections (i), if any such failure (ii) and (v) of this Section 12.1, which does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardyexpose Landlord to criminal liability, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure default shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and continue for a period of thirty (30) days shall have elapsed, during after written notice thereof given by Landlord to Tenant. In the case of such a default or contingency (other than one which period Lessee may correct or cure such failure, upon failure of expose Landlord to criminal liability) which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably with due diligence and in good faith be cured within such thirty (30) day perioddays, as determined by Lessor if Tenant fails to proceed promptly and with due diligence and in its reasonable discretion, and Lessee is diligently pursuing a good faith to cure the same or if Tenant fails to thereafter prosecute the curing of such failuredefault with due diligence and in good faith, then Lessee shall have a reasonable or if such default is not cured within sixty (60) days after written notice thereof given by Landlord to Tenant, subject to matters of Excused Delay (but not including any delay caused or contributed to by act or neglect of Tenant or those acting for or under Tenant). Notwithstanding anything contained herein to the contrary, in the event Tenant fails to take out, pay for, maintain or deliver any of the insurance policies provided for in Article VI herein, Landlord need not give Tenant written notice or any period to cure such failure beyond default prior to taking any actions authorized pursuant to Section 11.2 of this Lease; and
(iv) If default shall be made by Tenant in keeping, observing or performing any of the terms contained in this Lease, other than those referred to in Subsections (i), (ii), (iii) and (v) of this Section 12.1, and which reasonably exposes Landlord to criminal liability, and such thirty default shall continue for five (30)‑day period, which shall in no event exceed ninety (905) days after receiving written notice thereof given by Landlord to Tenant, and Tenant fails within said five (5) days to cure the same, it being intended that in connection with a default which reasonably exposes Landlord to criminal liability that Tenant shall proceed immediately to cure or correct such condition.
(v) Tenant makes a general assignment or general arrangement for the benefit of creditors; (b) a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by Tenant or is filed against Tenant and with respect to a petition filed against Tenant if such failure from Lessorpetition is not dismissed within seventy (75) days; (c) a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Demised Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within forty-five (45) days; or (d) substantially all of Tenant’s assets located at the Demised Premises or of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure not discharged within forty-five (45) days. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in competent jurisdiction determines that any of the Properties shall be levied upon or attached acts described in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90this Section 12.1(v) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall does not constitute an Event of Default Default, and the court appoints a trustee to take possession of the Demised Premises (or if Tenant remains a debtor in possession of the Demised Premises) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord is entitled to receive, as Additional Rent, any excess of the Rent (or any other consideration) paid in connection with the transfer over the Rent otherwise payable by Tenant under this Lease. Upon the occurrence of any Event of Default, Landlord shall have the option to pursue any one or more of the remedies set forth in this Article XII without any notice or demand whatsoever, other than the notices specifically described above in this Section 12.1. The notices set forth in this Section are intended to satisfy any and all notice requirements imposed by law on Landlord and are not in addition to any such requirement.
Appears in 1 contract
Sources: Net Lease (Wells Mid-Horizon Value-Added Fund I LLC)
Event of Default. Each The occurrence of one or more of the following events shall be an event of default by Lessee under this Lease (each, an “"Event of Default”):" hereunder:
(ai) if on any representation or warranty of Lessee set forth Payment Date the funds in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation the Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due under this Lease is not paid when due if on such failure continues for more than three (3) Business Days after written notice from LessorPayment Date; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; providedthat if a Cash Management Event has not occurred, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunderif Borrower shall cure such failure within five (5) days after such Payment Date;
(ii) if on any Payment Date Borrower fails to pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date;
(iii) if Borrower fails to pay the outstanding Indebtedness on the Maturity Date;
(iv) if on any Payment Date Borrower fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date;
(v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment;
(vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder;
(vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld in Lender's discretion);
(viii) if Borrower fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and payable in accordance with the provisions hereof or thereof, as the case may be;
(ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower, shall be false in any material respect as of the date such representation or warranty was made or remade;
(x) if Borrower, or any SPE Equity Owner, if any, makes an assignment for the benefit of creditors;
(xi) if a receiver, liquidator or trustee shall be appointed for Borrower, any of Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner, if any, or if Borrower, any of Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner, if any, shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower, any of Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner, if any, or if any proceeding for the dissolution or liquidation of Borrower, any of Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner, if any, shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, any of Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner, if any, as the case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if Borrower, any of Borrower's partners, members or 116 shareholders, as applicable, or any SPE Equity Owner, if any, shall generally not be paying its debts as they become due;
(xii) if Borrower attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein;
(xiii) if any provision of any organizational document of Borrower or any SPE Equity Owner, if any, is amended or modified in any respect, or if Borrower, any SPE Equity Owner, if any, or any of their respective partners, members, or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or any SPE Equity Owner, if any; or if Borrower or any SPE Equity Owner, if any, or any of their respective partners, members or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(t), or 6.1(d);
(xiv) if Borrower fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) days of the day on which Borrower first has knowledge of such Default or (B) give any notice due to any Person under any Loan Document (a) within five (5) days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents;
(xv) if an event or condition specified in Section 5.1(s) shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) which event or condition is reasonably likely, in the determination of Lender, to have a Material Adverse Effect on an Aggregated Facilities Basis;
(xvi) if without Lender's prior written consent (A) any Manager resigns or is removed or (B) any Management Agreement is entered into for any Facility or (C) there is any change in or termination of any Management Agreement for any Facility;
(xvii) if Borrower shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Note, the Mortgage or the other Loan Documents, not otherwise expressly provided hereinreferred to in 117 this Section 7.1, unless and until Lessor shall have given Lessee for ten (10) days after written notice thereof and to Borrower from Lender or its successors or assigns, in the case of any default which can be cured by the payment of a period sum of money or for thirty (30) days shall have elapsedafter written notice from Lender or its successors or assigns, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand in the case of any kind being required. If other default (unless otherwise provided herein or in such failure other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower shall have a reasonable period commenced to cure such failure beyond default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed ninety one hundred and twenty (90120) days after receiving the original notice from Lender;
(xviii) if a Receivables Loan is entered into pursuant to Section 6.1(c), a default or event of default under the loan documents evidencing such failure from Lessor. If Lessee Receivables Loan;
(xix) intentionally deleted.
(xx) if any default or event of default occurs (as to any party) under any Operator Lease (subject to any applicable notice and cure periods required under such Operator Lease);
(xxi) if Borrower, any Operator, the Joint Venture or the Manager shall fail to correct correct, within the time deadlines set by any licensing or cure similar agency, any deficiency that justifies either of the following actions by such failure within agency with respect to any Facility and such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event agency commences either of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;following actions:
(i) if the estate or interest a termination of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; orLicense;
(jii) a ban on new admissions generally; and
(xxii) if there any Facility is an “Event of Default” assessed material fines or other breach penalties by any state licensing or default by Lessee under similar agency having jurisdiction over Borrower, any of Operator, Manager, the other Transaction Documents Joint Venture or any Other Agreement , after Facility which are not paid within the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to time frame required by such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.agency. 118
Appears in 1 contract
Event of Default. Each Any of the following events or occurrences shall be constitute a breach of this Lease by Tenant and shall constitute an event "Event of default by Lessee Default" under this Lease, and upon the occurrence of an Event of Default, Landlord shall have all the rights and remedies set forth in this Paragraph 13.1 and through and including Paragraph 13.5 hereinbelow, as well as all other rights and remedies available under this Lease (each, and at law and in equity. The following occurrences shall each constitute an “Event of Default”):.
(a) if The failure by Tenant to pay any representation rental or warranty of Lessee set forth in other amount due under this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;full within five (5) calendar days after written notice from Landlord of such failure.
(b) if The failure by tenant to perform any Rental or other Monetary Obligation due under this Lease is not paid when due obligation hereunder, if such failure continues has continued for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) calendar days shall have elapsed, during which period Lessee may correct or after Landlord demands in writing that Tenant cure such failure; provided, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If however, that if such failure candefault is not reasonably be cured susceptible of cure within a period of thirty (30) calendar days after such failure, Tenant shall cure such default over such longer period as is reasonably necessary to cure the failure if, and only if, Tenant has promptly commenced to cure such default within said initial thirty (30) day periodperiod and shall thereafter diligently pursue such cure to completion; (c) A general assignment by Tenant for the benefit of Tenant's creditors; any voluntary filing, as determined petition or application by Lessor in its reasonable discretionTenant under any law relating to insolvency or bankruptcy, and Lessee is diligently pursuing whether for a cure declaration of such failurebankruptcy, then Lessee shall have whether for a reasonable period to cure such failure beyond such thirty (30)‑day perioddeclaration of bankruptcy, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 perioda reorganization, an Event arrangement or otherwise, the abandonment, vacating or surrender of Default shall be deemed to have occurred hereunder the Premises by Tenant without further notice Landlord's prior written consent; or demand the dispossession of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days Tenant from the date Premises (other than by Landlord) by process of entry thereoflaw or otherwise;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Sources: Lease Agreement (Simmons Co /Ga/)
Event of Default. Each Any material breach by Borrower of any covenant, agreement, provision or warranty contained in this Agreement or in any of the following shall be OCII Documents that remains uncured upon the expiration of any applicable notice and cure periods contained in any OCII Document will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):," including the following:
(a) Borrower fails to make any payment required under this Agreement within fifteen (15) days after the date when due; or
(b) Intentionally omitted; or
(c) Borrower fails to perform or observe any other term, covenant or agreement contained in any OCII Document, and the failure continues for thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(d) Any representation or warranty of Lessee set forth made by Borrower in this Lease is false any OCII Document proves to have been incorrect in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;or
(e) if there is an Insolvency Event affecting Lessee;Intentionally omitted; or
(f) Borrower is dissolved or liquidated or merged with or into any other entity; or, if Lessee fails Borrower is a corporation, partnership, limited liability company or trust, Borrower ceases to observe or perform any exist in its present form (unless otherwise approved pursuant to Article 16) and (where applicable) in good standing and duly qualified under the laws of the other covenants, conditions or obligations jurisdiction of Lessee in this Leaseformation and California for any period of more than ten (10) days; provided, howeveror, if any such failure does not involve Borrower is an individual, Borrower dies or becomes incapacitated; or all or substantially all of the payment assets of any Monetary ObligationBorrower are sold or otherwise transferred except as permitted under Section 16.1; or
(g) Without OCII's prior written consent as required under the terms of this Agreement, is not willful Borrower assigns or intentional, does not place any Property or attempts to assign any rights or property interest under any OCII Document, whether voluntarily or involuntarily, except as permitted under Section 16.1; or
(h) Without OCII's prior written consent, Borrower voluntarily or involuntarily assigns or attempts to sell, lease, assign, encumber or otherwise transfer all or any portion of Lessor the ownership interests in immediate jeopardyBorrower except as permitted under Article 16; or
(i) Without OCII’s prior written consent, and ▇▇▇▇▇▇▇▇ transfers, or authorizes the transfer of, funds in any Account required or authorized under this Agreement; or
(j) Intentionally omitted; or
(k) Borrower is within subject to an order for relief by the reasonable power bankruptcy court, or is unable or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of Lessee creditors; or Borrower applies for or consents to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand the appointment of any kind being required. If such failure cannot reasonably be cured within such thirty receiver, trustee or similar official for Borrower or for all or any part of its property (30) day period, as determined by Lessor in or an appointment is made without its reasonable discretion, consent and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed the appointment continues undischarged and unstayed for ninety (90) days after receiving notice days); or Borrower institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of such failure from Lessor. If Lessee shall fail debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to correct Borrower or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event to all or any part of Default shall be deemed to have occurred hereunder without further notice or demand its property under the laws of any kind being required;
jurisdiction (g) if or a final, nonappealable judgment proceeding is rendered by a court against Lessee which has a Material Adverse Effect, instituted without its consent and is not discharged or provision made continues undismissed and unstayed for such discharge within more than ninety (90) days from days); or any judgment, writ, warrant of attachment or execution or similar process is issued or levied against the date Site, the improvements or any other property of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding Borrower and such estate or interest is about to be sold or transferred or such process shall not be released, vacated or discharged fully bonded within ninety (90) days after it is madeits issue or levy; or
(jl) if there Any material adverse change occurs in the financial condition or operations of Borrower, such as a loss of services funding or rental subsidies, that has a material adverse impact on the Project; or
(m) Intentionally omitted; or
(n) Intentionally omitted; or
(o) Borrower is an “Event in default of Default” or its obligations with respect to any funding obligation (other breach or than the Loan) for the Project, and the default by Lessee remains uncured following the expiration of any applicable cure periods; or
(p) Borrower is in default of its obligations under any other agreement entered into with OCII or the City and County of San Francisco, and the other Transaction Documents or default remains uncured following the expiration of any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Sources: Loan Agreement
Event of Default. Each Any material breach by Borrower of any covenant, agreement, provision or warranty contained in this Agreement or in any of the following shall be OCII Documents that remains uncured upon the expiration of any applicable notice and cure periods contained in any OCII Document will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):," including the following:
(a) Borrower fails to make any payment required under this Agreement within fifteen (15) days after the date when due; or
(b) On or after the Loan Closing Date, any lien is recorded against all or any part of the Site or the Project without OCII's prior written consent, whether prior or subordinate to the lien of the Deed of Trust or Declaration of Restrictions, and the lien is not removed from title or otherwise remedied to the OCII's satisfaction within thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by the OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(c) Borrower fails to perform or observe any other term, covenant or agreement contained in any OCII Document, and the failure continues for thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(d) Any representation or warranty of Lessee set forth made by Borrower in this Lease is false any OCII Document proves to have been incorrect in any material respect when made, or if Lessee renders any materially false statement or account when made;; or
(be) if any Rental All or a substantial or material portion of the improvements on the Site is damaged or destroyed by fire or other Monetary Obligation due under this Lease casualty, and OCII has determined upon restoration or repair that the security of the Deed of Trust has been impaired or that the repair, restoration or replacement of the improvements in accordance with the requirements of the Deed of Trust is not paid when due if such failure continues economically practicable or is not completed within two (2) years of the receipt of insurance proceeds; or all or a substantial or material portion of the improvements is condemned, seized or appropriated by any non-City Governmental Agency or subject to any action or other proceeding instituted by any non-City Governmental Agency for more than three (3) Business Days after written notice from Lessor; any purpose with the result that the improvements cannot be operated for their intended purpose provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process that Borrower shall not constitute an Event of Default hereunder be deemed in default pursuant to this Section 19.1 (e) so long as the same it is corrected within one acting in compliance with applicable HUD Requirements and has provided OCII sixty (160) Business Day days notice of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;such action; or
(f) Borrower is dissolved or liquidated or merged with or into any other entity; or, if Lessee fails Borrower is a corporation, partnership, limited liability company or trust, Borrower ceases to observe or perform any exist in its present form (unless otherwise approved pursuant to Article 16) and (where applicable) in good standing and duly qualified under the laws of the other covenants, conditions or obligations jurisdiction of Lessee in this Leaseformation and California for any period of more than ten (10) days; provided, howeveror, if any such failure does not involve Borrower is an individual, Borrower dies or becomes incapacitated; or all or substantially all of the payment assets of any Monetary ObligationBorrower are sold or otherwise transferred except as permitted under Section 16.1; or
(g) Without OCII's prior written consent as required under the terms of this Agreement, is not willful Borrower assigns or intentional, does not place any Property or attempts to assign any rights or property interest under any OCII Document, whether voluntarily or involuntarily, except as permitted under Section 16.1; or
(h) Without OCII's prior written consent, Borrower voluntarily or involuntarily assigns or attempts to sell, lease, assign, encumber or otherwise transfer all or any portion of Lessor the ownership interests in immediate jeopardyBorrower except as permitted under Article 16; or
(i) Without OCII’s prior written consent, Borrower transfers, or authorizes the transfer of, funds in any Account required or authorized under this Agreement; or
(j) Either the Deed of Trust or the Declaration of Restrictions ceases to constitute a valid and indefeasible perfected lien on the Site and improvements, subject only to Permitted Exceptions; or
(k) Borrower is within subject to an order for relief by the reasonable power bankruptcy court, or is unable or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of Lessee creditors; or Borrower applies for or consents to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand the appointment of any kind being required. If such failure cannot reasonably be cured within such thirty receiver, trustee or similar official for Borrower or for all or any part of its property (30) day period, as determined by Lessor in or an appointment is made without its reasonable discretion, consent and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed the appointment continues undischarged and unstayed for ninety (90) days after receiving notice days); or Borrower institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of such failure from Lessor. If Lessee shall fail debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to correct Borrower or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event to all or any part of Default shall be deemed to have occurred hereunder without further notice or demand its property under the laws of any kind being required;
jurisdiction (g) if or a final, nonappealable judgment proceeding is rendered by a court against Lessee which has a Material Adverse Effect, instituted without its consent and is not discharged or provision made continues undismissed and unstayed for such discharge within more than ninety (90) days from days); or any judgment, writ, warrant of attachment or execution or similar process is issued or levied against the date Site, the improvements or any other property of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding Borrower and such estate or interest is about to be sold or transferred or such process shall not be released, vacated or discharged fully bonded within ninety (90) days after it is madeits issue or levy; or
(jl) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, Any material adverse change that occurs in the event financial condition or operations of Borrower, such as a loss of services funding or rental subsidies, that this Lease has been a material adverse impact on the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to Project such Securitization, an “Event of Default” under such Other Agreement shall not constitute that absent intervention an Event of Default (other than under this LeaseSection 19.1(l)) is likely to occur and Borrower has not, within 90 days of the material adverse change, remedied the situation or presented to OCII a plan that in OCII’s reasonable judgment is likely to remedy the situation.; or
(m) Borrower fails to make any payments or disbursements required to bring the Loan in balance after OCII determines that the Loan is out of balance; or
(n) On or after the Loan Closing Date and before a certificate of occupancy is issued for the Project, Borrower ceases rehabilitation or construction of the Project for a period of fifteen (15) consecutive working days, and the cessation is not excused under Section 19.3 or such cessation of construction or rehabilitation shall have been caused by a delay in issuance of an addendum to Borrower’s building permit by the City of San Francisco, which delay is not caused directly or indirectly by Borrower’s actions or inactions; or
(o) Borrower is in default of its obligations with respect to any funding obligation (other than the Loan) for the Project, and the default remains uncured following the expiration of any applicable cure periods; or
(p) Borrower is in default of its obligations under any other agreement entered into with OCII or the City and County of San Francisco, and the default remains uncured following the expiration of any applicable cure periods.
Appears in 1 contract
Sources: Loan Agreement
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if (A) any representation Monthly Debt Service Payment or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation the payment due under this Lease on the Maturity Date is not paid when due if under the Loan Documents or (B) any other portion of the Debt is not paid when due beyond any applicable grace period and such failure non-payment continues for five (5) days following written notice to Borrower that the same is due and payable;
(ii) if any of the (X) Taxes or Other Charges (other than those payable by a Tenant under a Single Tenant Lease pursuant to the terms thereof) are not paid on or before the date when the same are due and payable and such Taxes or Other Charges are not being properly contested by Borrower as permitted hereunder or deposited in a sufficient amount with Lender in accordance with the terms of this Agreement; provided, however, no more than three (3) Business Days after written notice from Lessor; providedtimes during the life of the Loan, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process event shall not constitute an Event of Default hereunder so long as the same is corrected (A) Borrower pays such Taxes or Other Charges, together with any applicable late fees or charges, within one thirty (130) Business Day days of the date Lessee receives notice thereofwhen due, and (B) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, or (Y) Taxes or Other Charges are not paid when due and payable (and such Taxes or Other Charges are not being contested in accordance with the terms of the applicable Single Tenant Lease and in accordance with the terms of this Agreement) if such obligations are the Tenant’s obligations under the applicable Single Tenant Lease, and Borrower shall fail to pay such Taxes or Other Charges, including any penalties due thereon within the earlier of (i) forty-five (45) days after delinquency and (ii) ten (10) Business Days after Borrower becoming aware of such delinquency with respect to Taxes, and within ten (10) Business Days of Borrower becoming aware of such delinquency with respect to Other Charges;
(ciii) if Lessee fails the Policies required to pay, prior be maintained by Borrower hereunder are not kept in full force and effect or if evidence of the Policies are not delivered to delinquency, Lender on request in accordance with Section 6.1;
(iv) if Borrower transfers or encumbers any taxes, assessments or other charges the failure portion of which to pay will result in the imposition of a lien against any of the PropertiesProperties (except to the extent such transfer or encumbrance would otherwise constitute a Permitted Encumbrance pursuant to clause (d) of the definition thereof) or any direct or indirect ownership interest in a Restricted Party in violation of the provisions of Section 5.2.10 or Section 5.2.11 hereof or Article 7 of the Security Instruments;
(dv) if Lessee vacates any representation or abandons warranty made by Borrower, Principal, if any, or Guarantor herein or in any Propertyother Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender by or on behalf of Borrower shall have been false or misleading in any material adverse respect as of the date the representation or warranty was made;
(evi) if there is Borrower, Principal, if any, Guarantor or any other guarantor or indemnitor under any guaranty or indemnity, respectively, issued in connection with the Loan shall make an Insolvency Event affecting Lesseeassignment for the benefit of creditors;
(fvii) if Lessee fails Borrower violates or does not comply with the provisions of Section 5.2.2, or if a receiver, liquidator or trustee shall be appointed for Borrower, Principal, if any, Guarantor or any other guarantor or indemnitor under any guarantee or indemnity, respectively issued in connection with the Loan or if Borrower, Principal, if any, Guarantor or such other guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to observe the Bankruptcy Code, or perform any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Principal, Guarantor or such other guarantor or indemnitor, or if any proceeding for the dissolution or liquidation of the Borrower, Principal, if any, Guarantor or such other covenants, conditions guarantor or obligations of Lessee in this Leaseindemnitor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Principal, if any, Guarantor or such other guarantor or indemnitor, upon the same not being discharged, stayed or dismissed within sixty (60) days;
(viii) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix) if Borrower violates or does not comply with any of the provisions of Sections 5.1.17(b)(vi), 5.1.17(b)(vii), and 5.1.17(f), or if Borrower terminates a Material Lease without the prior written consent of Lender;
(x) if a default by Borrower has occurred and continues beyond any applicable cure period under any Management Agreement (or any Replacement Management Agreement) if such default permits the Manager thereunder to terminate or cancel such Management Agreement (or any Replacement Management Agreement) in accordance with the terms of this Agreement;
(xi) if Borrower or Principal, if any, violates or otherwise does not comply with any of the provisions of Section 4.1.36 hereof; provided, however, that any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure breach shall not constitute an Event of Default hereunderif such breach is inadvertent, unless otherwise expressly provided hereinimmaterial and non-recurring, unless and until Lessor Borrower reasonably promptly delivers to Lender an Insolvency Opinion or a modification of the existing Insolvency Opinion within twenty (20) days of the incurrence of such action, as applicable, to the extent that such breach shall have given Lessee notice thereof not materially negate or nullify the opinions rendered in the Insolvency Opinion delivered on the date hereof;
(xii) subject to Borrower’s right to contest pursuant to Section 5.1.2, if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien that is a Permitted Encumbrance and such Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days;
(xiii) subject to Borrower’s right to contest pursuant to Section 5.1.2, if any federal tax lien or state or local income tax lien is filed against Borrower, Principal, if any, Guarantor or any Individual Property and same is not discharged of record within thirty (30) days after same is filed;
(xiv) if (A) after ten (10) Business Days written notice from Lender, Borrower has not provided Lender with the written certification and evidence referred to in Section 5.2.8 hereof, (B) Borrower is a Plan or a Governmental Plan or its assets constitute Plan Assets; or (C) Borrower consummates a Prohibited Transaction or Prohibited Governmental Transaction;
(xv) if Borrower shall have elapsedfail to deliver to Lender, during which period Lessee may correct within twenty (20) days after written request by Lender, any estoppel certificates required pursuant to the terms of Section 5.1.13(a) and (c) hereof;
(xvi) if any default occurs under any guaranty or cure indemnity executed in connection herewith (including the Guaranty and the Environmental Indemnity) and such failuredefault continues after the expiration of applicable grace periods, upon failure of which an Event of Default if any;
(xvii) if Borrower shall be deemed in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to have occurred hereunder without further notice secure debt or demand other security agreement covering any part of any kind being required. If Individual Property whether it be superior or junior in lien to the related Security Instrument;
(xviii) with respect to any term, covenant or provision set forth herein which specifically contains a written notice requirement or grace period, if Borrower shall be in default under such failure term, covenant or condition after Borrower’s receipt such required written notice and the expiration of such grace period contained therein;
(xix) if any of the assumptions relating to separateness contained in the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, or in any other “non-consolidation” delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;
(xx) if there shall be a default under the Security Instruments or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; or
(xxi) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxi) above, for ten (10) days after written notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money (including any Default relating to an obligation of a Tenant under a Lease which can be cured with the payment of a sum of money), or for thirty (30) days after written notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in no event the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail (subject to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties further extension by Lender, in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periodsLender’s sole discretion); provided, however, in that with respect to any non-monetary Default caused by a Tenant’s failure to perform its obligations under a Single Tenant Lease, such cure period shall be extended for so long as Borrower is using commercially reasonable efforts to enforce its rights and remedies under such Single Tenant Lease, provided such Default does not impair the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject value, use or operation of the same Securitization or any series relating related Individual Property and has no material effect on Borrower’s ability to such Securitization, an “Event perform its obligations under this Agreement.
(b) Upon the occurrence of Default” under such Other Agreement shall not constitute an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any Individual Property, including declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under this Leasethe other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.
Appears in 1 contract
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, events constitutes an “Event of Default”):
” by the Customer under this Agreement and any Purchase Order: (a) if the Customer fails to pay the Fees or any representation or warranty of Lessee set forth other amount due hereunder in this Lease is false in any material respect when madewhole, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if and such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedor more after written notice has been given to the Customer; (b) the Customer fails to comply with any term, during which condition, covenant or obligation of this Agreement (other than a default of payment), and such failure continues for a period Lessee may correct of fifteen (15) days or cure such failuremore after written notice has been given to the Customer; (c) the Customer abandons the Stored Goods (as more fully detailed in Section 9 hereof); or (d) Clan ▇▇▇▇▇▇▇▇ has reasonable grounds to believe that the Customer will be in default of any of the terms, upon failure conditions, covenants or obligations of which this Agreement. If an Event of Default shall be deemed to have occurred hereunder without further notice or demand of occurs and so long as such default persists, Clan ▇▇▇▇▇▇▇▇ may at any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in time and at its reasonable sole discretion, (a) deny to the Customer access to the Stored Goods and Lessee is diligently pursuing the Rented Premises; (b) immediately terminate this Agreement, ipso facto, without legal process upon simple notice to the Customer; (c) enter the Rented Premises, repossess the Rented Premises and the Stored Goods; d) evict the Customer from the Rented Premises, remove any lock on the Stored Goods and remove all items in the Rented Premises without regard to their protection; and/or (e) exercise any other recourses or remedy permitted under this Agreement or according to law. In the event that Clan ▇▇▇▇▇▇▇▇ decides to repossess the Rented Premises, the Customer hereby consents to Clan ▇▇▇▇▇▇▇▇, or its employees, agents, representatives or mandataries repossessing the Rented Premises. In doing so, the Customer expressly waives any claim for trespass or misappropriation and acknowledges that he will not hold Clan ▇▇▇▇▇▇▇▇ or Clan ▇▇▇▇▇▇▇▇'▇ Related Parties liable for any damage to or loss of the Stored Goods arising from such repossession. Notwithstanding anything to the contrary herein, if the Fees or any amount due to Clan ▇▇▇▇▇▇▇▇ remain unpaid in part or in full for a cure period of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date due payment date, notwithstanding the foregoing written notice of entry thereof;
(h) if Lessee shall default, then all Goods and property contained in the Rented Premises may be liquidated disposed of or dissolved or shall begin proceedings towards sold by Clan ▇▇▇▇▇▇▇▇, at its liquidation or dissolution;
(i) if sole discretion in accordance with the estate or interest of Lessee in any provision of the Properties shall Civil Code of Québec. If the proceeds from the sale of the Stored Goods exceed the outstanding amount owed by the Customer to Clan ▇▇▇▇▇▇▇▇, including all interests, costs, expenses, legal fees and attorneys' fees, the excess of such proceed may be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged claimed by the Customer within ninety ten (9010) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any written notice to the Customer of the other Transaction Documents or any Other Agreement sale. If the Customer fails to claim the excess proceeds of the sale within the aforementioned period, after the passage of all applicable notice and cure or grace periods; provided, however, in Customer will be deemed to have irrevocably waived the event that this Lease has been right to the subject of a Securitization excess proceeds and any Other Agreement has not been such amount will then be retained and become the subject sole property of Clan ▇▇▇▇▇▇▇▇. The Customer agrees to pay, as liquidated damages, the same Securitization costs of collection, repossession or any series relating to such Securitizationdisposition, an “Event attorneys' fees and all other costs incurred by Clan ▇▇▇▇▇▇▇▇ as a result of Default” under such Other Agreement shall not constitute an Event of Default or the exercise by Clan ▇▇▇▇▇▇▇▇ of its remedies under this LeaseAgreement or at law. Repossession of the Rented Premises and/or the Stored Goods shall not relieve the Customer of his obligation to pay the Fees and any sums due to Clan ▇▇▇▇▇▇▇▇ hereunder. Clan ▇▇▇▇▇▇▇▇'▇ remedies, including but not limited to its right of retention, to terminate this Agreement or its right to repossess the Rented Premises and the Stored Goods are cumulative and any or all of them may be exercised alternatively or cumulatively with any other recourse or remedy available to Clan ▇▇▇▇▇▇▇▇ hereunder or according to law.
Appears in 1 contract
Sources: Storage Agreement
Event of Default. Each 10.1 During the Loan Term, each of the following events and circumstances shall be an event of default by Lessee under this Lease (each, an “Event of Default”)::
(a) if any representation or warranty of Lessee set forth the Mortgagor fails to provide the Additional Collateral pursuant to the manner and within the time limit provided in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when madeClause 6.01;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Auto Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofTrigger occurs;
(c) if Lessee the Mortgagor fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Propertiesinterest as and when due;
(d) if Lessee vacates or abandons any Propertythe Mortgagor fails to repay the Loan in full at the end of the Loan Term;
(e) if there is an Insolvency Event affecting Lesseethe Mortgagor commits any fraud in relation to the Issuer or any transactions contemplated hereunder;
(f) if Lessee fails to observe or perform the Mortgagor is in material breach of any term of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, Finance Documents to which it is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredparty;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which the Loan Agreement has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereofbeen terminated pursuant to its terms;
(h) if Lessee shall any of the Warranties is found to be liquidated untrue, misleading or dissolved incorrect or shall begin proceedings towards its liquidation or dissolutionhas not been carried out in any material respect;
(i) if the estate Issuer has been delisted from the Stock Exchange or interest of Lessee in any privatized;
(j) trading of the Properties shall be levied upon Collateral Shares and/or the Additional Collateral (if applicable) has been suspended on the Stock Exchange for a period of five (5) consecutive trading days or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is mademore; or
(jk) if there is an “the occurrence of any Event of Default” or other breach or default by Lessee Default under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute Loan Agreement.
10.2 If an Event of Default under has occurred, this LeaseDeed shall become immediately enforceable and the Mortgagor shall not have any recourse whatsoever against the Lender for the Collateral Shares, the Additional Collateral (if applicable) provided pursuant to Clause 6.01, and the Additional Cash Collateral or otherwise. The Lender shall have the power of sale of the Collateral Shares, the Additional Collateral (if applicable) and the Additional Cash Collateral, without liability as to fair price.
Appears in 1 contract
Sources: Share Mortgage (Shortall Alan)
Event of Default. Each of the following shall be constitute an event of default by Lessee under this Lease (each, an “Event of Default”):
: (a) if Tenant’s failure to make any representation payment of the Annual Fixed Rent or warranty of Lessee set forth in this Lease is false Additional Rent within five (5) days following such payment’s due date; provided that, on up to two (2) occasions in any material respect when madetwelve-(12)-month period, there shall exist no Event of Default unless Tenant shall have been given written notice of such failure and shall not have made the payment within five (5) business days following the giving of such notice; or if Lessee renders any materially false statement or account when made;
(b) if Tenant’s violation or failure to perform or observe any Rental other covenant or other Monetary Obligation due under this Lease is not paid when due condition within twenty (20) days after written notice thereof from Landlord; provided that, if such failure continues is curable but is not reasonably capable of being cured within twenty (20) days, then such cure period shall be extended for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only such additional period as may reasonably be required up to provide an additional sixty (60) days, so long as Tenant commences such notice twice cure within said twenty-(20)-day period and thereafter diligently pursues such cure to completion; or (c) the estate hereby created shall be taken on execution or by other process of law; or (d) Tenant shall make an assignment for the benefit of its creditors; or (e) Tenant shall judicially be declared bankrupt or insolvent according to law; or (f) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction and such appointment is not discharged within ninety (90) days thereafter; or (g) any petition shall be filed against Tenant in any twelve court in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and such proceedings shall not be fully and finally dismissed within ninety (1290) month perioddays after the institution of the same; providedor (h) Tenant shall file any petition in any court in any bankruptcy, howeverreorganization, any delay in composition, extension, arrangement or insolvency proceeding; or (i) Tenant abandons the payment of Rental as a result of a technical error in Premises (it being agreed that Tenant’s mere vacating the wiring and/or automated clearinghouse process Premises shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that and for as long as Tenant continues to satisfy all of its obligations under this Lease has been and without any occupancy requirement); or (j) following a Landlord draw therefrom, Tenant fails to restore the subject Security Deposit to its full amount within five (5) business days of a Securitization and any Other Agreement has not been Landlord demand therefor. If, prior to the subject commencement of the same Securitization Term of this Lease, Tenant notifies Landlord of or any series relating otherwise unequivocally demonstrates an intention to repudiate this Lease, Landlord may, at its option, consider such Securitization, anticipatory repudiation an “Event of Default” under . In addition to any other remedies available to it hereunder or at law or in equity, Landlord may retain all rent paid upon execution of the Lease and the Security Deposit, if any, to be applied to damages of Landlord incurred as a result of such Other Agreement repudiation, including without limitation reasonable attorneys’ fees, brokerage fees, costs of reletting, and loss of rent. Tenant shall not constitute an Event pay in full for all leasehold improvements constructed or installed within the Premises pursuant to this Lease to the date of Default under this Leasethe breach, and for materials ordered at its request for the Premises.
Appears in 1 contract
Sources: Lease Agreement (Hubspot Inc)
Event of Default. Each In the event that:
i) the Borrower fails to pay in full any sum due hereunder and/or the Promissory Note on the due date hereof or thereof; or
ii) the Borrower fails to perform or observe any term, covenant or agreement contained herein or any term, covenant or agreement contained in any document executed pursuant hereto; or
iii) any representation, warranty or statement made by the Borrower herein or under any document executed or delivered pursuant hereto proves to have been incorrect as of the following shall be an event of default by Lessee under this Lease (eachdate it was made or deemed made, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false breached in any material respect when maderespect; or
iv) any governmental consent, filing or approval granted or required in connection with this Agreement, the Promissory Note, the Guarantee or any document executed or delivered pursuant hereto is canceled, revoked, withdrawn or modified in any way, or if Lessee renders any materially false statement new law or account when made;decree is issued which in the Lender's opinion would prevent the Borrower from fulfilling its obligations hereunder or under the documents related hereto, or be otherwise detrimental to the Lender's interest; or
(bv) if any Rental The Borrower or other Monetary Obligation due under this Lease is not paid the Guarantor fails to pay when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments indebtedness or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenantsterm, conditions convenant or obligations of Lessee agreement contained in this Lease; providedany agreement by which it is bound, howeverevidencing or securing any indebtedness, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice effect of such failure from Lessor. If Lessee shall fail is to correct accelerate or cure such failure within such ninety to permit (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event assuming the giving of Default shall be deemed to have occurred hereunder without further notice or demand passage of time or both, if required) the holder or holders thereof or of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is obligations issued thereunder to accelerate the maturity thereof or of any such obligations whether or not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred acceleration occurs or such process shall not be vacated or discharged within ninety (90) days after it default is madewaived; or
(jvi) if there is an “Event of Default” the Borrower or the Guarantor becomes insolvent or generally unable to pay its debts when due, or takes any corporate action or other breach steps are taken or legal proceedings are started for its winding-up, bankruptcy, administration, reorganization, compulsory composition, liquidation, or dissolution or any equivalent or analogous proceedings as for the appointment of a receiver, trustee, administrator or similar officer of it or any or all of its revenues and assets; or
vii) the Guarantee for any reason has been revoked, modified or becomes unacceptable to the Lender or the Guarantor has breached any one of the terms thereof or any event of default by Lessee has occurred under and as defined in any other loan agreement between the Lender and the Guarantor; or
viii) the whole or a substantial part of the business or assets of the Borrower or the Guarantor is confiscated for any reason or sold, transferred or otherwise disposed of without the prior written consent of the Lender or an action is taken for the winding-up of the Borrower or the Guarantor, or the Borrower or the Guarantor stops or threatens to stop payment of its debts or makes or seeks to make any arrangement or composition with its creditors; or
ix) it becomes unlawful for the Borrower to perform any obligation hereunder, or for the Guarantor to perform its obligations under the Guarantee, or
x) any circumstances occur which in the opinion of the Lender give reasonable grounds for belief that the Borrower or the Guarantor may not (or may not be able to) perform its obligation hereunder or under any of the other Transaction Documents Promissory Note or any Other Agreement under the Guarantee; then, after at the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject option of the same Securitization or any series relating Lender, the obligation of the Lender to advance the Loan hereunder shall immediately cease and the Lender may declare, by notice to the Borrower, the principal of the Loan, accrued interest thereon and all other amounts then owed by the Borrower to the Lender immediately due and payable, and interest shall begin to accrue on all such Securitization, an “Event of Default” under sums at the interest rate specified in Section 2(C) hereof and the Lender may take all such Other Agreement shall not constitute an Event of Default under this Leaseother actions as are permitted by law.
Appears in 1 contract
Event of Default. Each An Event of Default will be the occurrence of any one of the following shall events, and upon that occurrence the Lender may, at the Lender's option (subject to Paragraph 13, below), declare all sums secured by this Mortgage to be an event immediately due and payable.
a. Failure to pay the amount of default by Lessee under this Lease (each, an “Event any installment of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when madeprincipal and interest, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; providedcharges payable on the Note, however, Lessor which shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to payhave become due, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any due date of the Propertiesnext such installment;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of b. Nonperformance by the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment Borrower of any Monetary Obligationcovenant, is not willful agreement, term, or intentionalcondition of this Mortgage, does not place any Property the Note, the ▇▇▇▇ or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If other agreement made by the Borrower with the Lender in connection with such failure cannot reasonably be cured within such thirty (30) day periodindebtedness, as determined after the Borrower has been given due notice in accordance with Paragraph 13 below by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period Lender to cure such failure beyond such thirty (30)‑day periodnonperformance and Borrower has failed to cure within the allowed time frame;
c. Failure of the Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property subject to applicable grace, cure and notice provisions, or any part thereof, which shall in no event exceed ninety (90) days after receiving notice have priority over the lien of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredthis Mortgage;
(g) if a finald. The Lender's discovery of the Borrower's failure in any application of the Borrower to the Lender to disclose any fact reasonably deemed by the Lender to be material, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effector the making herein, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon agreements entered into by the Borrower with the Lender (including, but not limited to, the Note and this Mortgage) of any material misrepresentation by, on behalf of, or attached in any proceeding for the benefit of the Borrower;
e. Failure by the Borrower to submit promptly to the Lender or the Lender's designated agent proof of payment of all insurance and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madetaxes, as required herein; or
f. IF BORROWER DOES NOT REMAIN OWNER, OR IF ALL OR ANY MATERIAL PART OF THE PROPERTY OR A MATERIAL INTEREST THEREIN IS RENTED, LEASED, SOLD, MORTGAGED, LIENED, OR OTHERWISE TRANSFERRED BY BORROWER, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS A RENTAL APARTMENT COMPLEX OR AS OTHERWISE PERMITTED HEREIN, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, OR IF FIFTY PERCENT (j50%) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement OR MORE OF THE MANAGER’S INTEREST IN BORROWER IS TRANSFERRED TO PERSONS OR ENTITIES OTHER THAN PERSONS OR ENTITIES HOLDING INTERESTS IN BORROWER (DIRECTLY OR INDIRECTLY), after the passage of all applicable notice and cure or grace periods; providedAS OF THE DATE HEREOF, howeverWITHOUT ▇▇▇▇▇▇’S PRIOR WRITTEN CONSENT, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such SecuritizationWHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED IN A MANNER INCONSISTENT WITH THE TERMS OF THIS MORTGAGE OR THE PROMISSORY NOTE OR APPLICABLE SURVIVING TERMS OF THAT CERTAIN HOME AGREEMENT, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseAS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, THEN IN ANY OF THE FOREGOING EVENTS, LENDER MAY AT ▇▇▇▇▇▇'S OPTION DECLARE ALL THE SUMS SECURED BY THIS MORTGAGE TO BE IMMEDIATELY DUE AND PAYABLE.
Appears in 1 contract
Sources: Funding Agreement
Event of Default. Each Default by the Concessionaire Subject to Article 18, Concessionaire shall be deemed to be in material default or breach of this Agreement (“Concessionaire Default”) in the event of any of the following : failure to meet Conditions Precedent set forth in Clause 4.1.2 within the stipulated time; failure to meet project timelines, including intermediate and final completion timelines, as stipulated under this Agreement; Construction Work at the Project Site is abandoned for more than 90 (ninety) days during the Construction Period; the Performance Security is not maintained in terms of the provisions hereof; Material Breach with regard to Operation and Maintenance of the Silo Complex as per Standards and Specifications ; material quality and quantity loss of Food Grain in custody of the Concessionaire, wherein the a material quantity and quality loss shall imply that Damages payable due to shortfall in quantity and quality under this Agreement are beyond [20%(twenty percent)] of the annual Fixed Storage payable to the Concessionaire in the relevant Financial Year ; material failure to provide Services as per the terms of this Agreement; failure by Concessionaire to maintain the Actual Availability in a Financial Year of atleast [ 98%(ninety eight percent)] level, unless such failure is due to Force Majeure or for reasons attributable to the Authority; any act by Concessionaire restricted under Clause 11.10.4 which has the affect of impacting the property rights of the Authority under this Agreement; any representation made or warranties given by the Concessionaire under this Agreement is found to be false or misleading; the Concessionaire passing a resolution for voluntary winding up; appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings; the Concessionaire abandons or expresses its intention to revoke / terminate this Agreement without being entitled to do so as is expressly provided in the Agreement ; change in ownership other than as permitted under Clause 5.3; the Concessionaire has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Authority, a Material Adverse Effect; a material default in complying with any other provision of this Agreement if such a default causes a Material Adverse Effect on the Authority; Concessionaire is blacklisted by the GST authorities; other such events as specified in the Agreement. Default by the Authority Subject to Article 18, the Authority shall be deemed to be in breach of this Agreement (“Authority Default”) in the event of any of the following: failure to make payments to the Concessionaire as per the terms of this Agreement; material default in complying with any of the provisions of this Agreement and such default has a Material Adverse Effect on the Concessionaire; any representation made or warranties given by the Authority under this Agreement is found to be false or misleading and such default has a Material Adverse Effect on the Concessionaire; the Authority repudiates this Agreement or otherwise takes any action that amounts to or manifests an irrevocable intention not to be bound by this Agreement; Other such default event as specified in the Agreement and such default has a Material Adverse Effect on the Concessionaire. Cure Period in case of Event of Default In the event of default under this Agreement, a Cure Period, of upto a period of 30 (thirty) days extendable, at the discretion of Affected Party, by another 30 (thirty) days from the occurrence of an event of default, unless otherwise expressly specified for a breach under this Agreement, shall be provided by the Affected Party to the Party at default to cure the default. In the event of default under this Agreement is not cured before the expiry of the Cure Period provided for the same under this Agreement and the default continues such that the operations cannot be carried out normally and the default has Material Adverse Effect on the Affected Party, in such a case the Affected Party may call for termination of the Agreement. Compensation for default by Lessee the Concessionaire Subject to the provisions of Clause 20.6.1, in the event of the Concessionaire being in material default or Material Breach of this Agreement, it shall pay to the Authority by way of Damages, losses, all direct costs and compensation suffered or incurred by the Authority as a consequence of such material default or breach, within 30 (thirty) days of receipt of the demand supported by necessary particulars thereof; provided that no compensation shall be payable under this Lease Clause 20.4.1 for any Material Breach or default in respect of which Damages are expressly specified and payable under this Agreement or for any consequential losses incurred by the Authority. Without prejudice to whatever is stated herein above, the Authority shall have the right to adjust the Damages etc., payable as stated herein from the Storage and Handling Charges and/or Performance Security. Compensation for default by the Authority Subject to the provisions of Clause 20.6.1, in the event of the Authority being in material default or breach of this Agreement at any time after the Commencement Date, it shall pay to the Concessionaire by way of Damages, losses and all direct costs suffered or incurred by the Concessionaire as a consequence of such material default or breach within 30 (each, an “Event thirty) days of Default”):
(a) if receipt of the demand supported by necessary particulars thereof; provided that no such compensation shall be payable under this Clause 20.5.1 for any representation Material Breach or warranty default in respect of Lessee set forth which Damages have been expressly specified in this Lease is false in any material respect when made, Agreement. Mitigation of costs and damage The Affected Party shall make all reasonable efforts to mitigate or if Lessee renders any materially false statement limit the costs and damage arising out of or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event breach of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of Agreement by the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseParty.
Appears in 1 contract
Sources: Concession Agreement
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if (A) any Monthly Debt Service Payment Amount is not paid on or before the date it is due, (B) the Debt is not paid in full on the Maturity Date, or (C) any other portion of the Debt (including any deposits to the Reserve Funds to the extent Borrower is required to make any such deposits in accordance with the terms and provisions hereof) not specified in the foregoing clauses (A) or (B) is not paid on or prior to the date when same is due with such failure continuing for five (5) Business Days after ▇▇▇▇▇▇ delivers written notice thereof to Borrower;
(ii) if any of the real property Taxes or material Other Charges are not paid prior to the date upon which such payment becomes delinquent, other than those Taxes or material Other Charges being contested by Borrower or MGM/Mandalay Tenant in accordance with Section 5.1.2 hereof (provided, it shall not be an Event of Default (A) if there are sufficient funds in the Tax and Insurance Escrow Fund to pay such Taxes prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such Taxes hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents, or (B) if the Property is subject to the MGM/Mandalay Lease, unless MGM/Mandalay Tenant is contesting such Taxes or material Other Charges in accordance with the MGM/Mandalay Lease, Borrower shall pay, or cause to be paid, such real property Taxes or material Other Charges within ninety (90) days of the date upon which payment becomes delinquent so long as the failure to pay the same would not reasonably be expected to have a material adverse effect on the Borrower or the Property);
(iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender upon request when required pursuant to the applicable provisions of this Agreement;
(iv) if Borrower or any other Loan Party consummates a Transfer of any portion of the Property without ▇▇▇▇▇▇’s prior written consent in violation of Section 5.2.9 hereof;
(v) if any representation or warranty made by Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender by or on behalf of Lessee set forth in this Lease is Borrower or any other Loan Party shall have been false or misleading in any material adverse respect when as of the date the representation or warranty was made; provided that if such untrue representation or warranty is susceptible of being cured, Borrower and any other Loan Party shall have the right to cure such representation or warranty within thirty (30) days of receipt of written notice from ▇▇▇▇▇▇;
(vi) if Borrower or any other Loan Party shall make an assignment for the benefit of creditors;
(vii) if a receiver, liquidator or trustee shall be appointed for Borrower or any other Loan Party or if Borrower or any other Loan Party shall be adjudicated as bankrupt or insolvent, or if Lessee renders any materially false statement petition for bankruptcy, reorganization or account when made;
(b) arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or any other Loan Party, or if any Rental proceeding for the dissolution or liquidation of Borrower or any other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from LessorLoan Party, shall be instituted; provided, however, Lessor shall only be required if such appointment, adjudication, petition or proceeding was involuntary and not consented to provide such notice twice by Borrower or any other Loan Party, upon the same not being discharged, stayed or dismissed within ninety (90) days;
(viii) if Borrower or any other Loan Party assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in any twelve contravention of the Loan Documents;
(12ix) month period; if a Guarantor Bankruptcy Event occurs with respect to Guarantor, provided, however, it shall be at Lender’s option to determine whether the foregoing shall be an Event of Default and provided, further, in any delay case, it shall not be an Event of Default under this Section 8.1(a)(ix) if (x) a Replacement Guarantor or Substitute Guarantor shall have assumed all of the liabilities and obligations of Guarantor under the Loan Documents executed by Guarantor or executed a Substitute Guaranty in accordance with the terms hereunder or (y) (i) MGP OP and ▇▇▇▇▇ OP are Guarantors on a several basis, (ii) one of MGP OP or ▇▇▇▇▇ OP is not subject to such Guarantor Bankruptcy Event and (iii) such Guarantor not subject to such Guarantor Bankruptcy Event agrees to increase its Liability Percentage (as defined in the payment Guaranty as of Rental as a result of a technical error the Closing Date) to one hundred percent (100%);
(x) if Borrower or any other Loan Party breaches any covenant contained in the wiring and/or automated clearinghouse process Section 5.1.25 hereof, provided, however, that any such breach shall not constitute an Event of Default hereunder so long as (A) (i) if such breach is inadvertent and non-recurring or (ii) if such breach is curable, if Borrower or any other Loan Party shall promptly cure such breach within thirty (30) days after such breach occurs, and (B) upon the same is corrected within one (1) Business Day written request of Lender, if Borrower or any other Loan Party promptly delivers to Lender an Additional Insolvency Opinion or a modification of the date Lessee receives notice thereofInsolvency Opinion, as applicable, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion;
(cxi) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower or any other Loan Party shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;
(xii) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates assumptions related to the Borrower or abandons any Property;
(e) if there is an other Loan Party, contained in the Insolvency Event affecting Lessee;
(f) if Lessee fails Opinion delivered to observe Lender in connection with the Loan, or perform in any Additional Insolvency Opinion delivered subsequent to the closing of the other covenantsLoan, conditions is or obligations of Lessee shall become untrue in this Lease; any material respect, provided, however, if that any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure breach shall not constitute an Event of Default hereunder(A) (i) if such breach is inadvertent and non-recurring or (ii) if such breach is curable, unless otherwise expressly provided herein, unless and until Lessor if Borrower or any other Loan Party shall have given Lessee notice thereof and a period of promptly cure such breach within thirty (30) days after such breach occurs, and (B) upon the written request of Lender, if Borrower or any other Loan Party promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion, as applicable, to the effect that such breach shall have elapsednot in any way impair, during negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion;
(xiii) for so long as the Property is not subject to the MGM/Mandalay Lease and is subject to a Management Agreement that is not a Brand Management Agreement, if a material default by Borrower or any other Loan Party has occurred and continues beyond any applicable cure period Lessee may correct under the Management Agreement and if such default permits the Manager thereunder to terminate or cancel the Management Agreement, or the term of the Management Agreement expires and in each case, unless Borrower enters into (x) a Management Agreement or (y) MGM/Mandalay Lease within thirty (30) days’ notice of such default (subject to the applicable cure period) or the date of such failureexpiration;
(xiv) for so long as the Property is not subject to the MGM/Mandalay Lease and is subject to a Brand Management Agreement, upon failure if, without Lender’s prior written consent, (a) the Brand Management Agreement is terminated (unless within five (5) Business Days of which an such termination Borrower enters into (x) a Brand Management Agreement, (y) a Management Agreement that is not a Brand Management Agreement and either (1) a Franchise/License Agreement or (2) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components or (z) a MGM/Mandalay Lease), (b) the Brand Management Agreement is materially amended in violation of the terms hereof or (c) there is a material default by Borrower under the Brand Management Agreement beyond any applicable notice or grace period that permits the Brand Manager thereunder to terminate or cancel the Brand Management Agreement and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Brand Management Default Election Notice”) (unless, within forty-five (45) days after receipt of the Brand Management Default Election Notice, Borrower (1) cures such material default and such cure is accepted by the applicable Brand Manager or (2) enters into (x) a Brand Management Agreement, (y) a Management Agreement that is not a Brand Management Agreement and either (1) a Franchise/License Agreement or (2) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components or (z) a MGM/Mandalay Lease);
(xv) for so long as the Property is not subject to the MGM/Mandalay Lease and is subject to a Casino Management Agreement, if, without Lender’s prior written consent, (a) the Casino Management Agreement is terminated (unless within five (5) Business Days of such termination Borrower enters into (x) a Casino Management Agreement or (y) a MGM/Mandalay Lease), (b) the Casino Management Agreement is materially amended in violation of the terms hereof or (c) there is a material default by Borrower under the Casino Management Agreement beyond any applicable notice or grace period that permits the Casino Operator thereunder to terminate or cancel the Casino Management Agreement and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Casino Management Default Election Notice”) (unless, within forty-five (45) days after receipt of the Casino Management Default Election Notice, Borrower (1) cures such material default and such cure is accepted by the applicable Casino Operator or (2) enters into (x) a Casino Management Agreement or (y) a MGM/Mandalay Lease);
(xvi) if there shall be deemed default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to have occurred hereunder Borrower, any other Loan Party or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;
(xvii) for so long as the Property is not subject to the MGM/Mandalay Lease and subject to a Franchise/License Agreement, if, without further Lender’s prior written consent, (a) the Franchise/License Agreement is terminated (unless within five (5) Business Days of such termination Borrower enters into a (w) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components, (x) Franchise/License Agreement, (y) a Brand Management Agreement or (z) a MGM/Mandalay Lease), (b) the Franchise/License Agreement is materially amended in violation of Section 5.2.1 or (c) there is a material default by Borrower under the Franchise/License Agreement (including a default thereunder that results in a breach of Section 5.1.20 or 5.2.1 hereof) beyond any applicable notice or demand grace period that permits the Franchisor/Licensor thereunder to terminate or cancel the Franchise/License Agreement and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Franchise/License Default Election Notice”) (unless, within forty-five (45) days after receipt of such Franchise/License Default Election Notice, Borrower (1) cures such material default and such cure is accepted by the Franchisor/Licensor or (2) enters into (w) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components, (x) a Franchise/License Agreement, (y) a Brand Management Agreement or (z) a MGM/Mandalay Lease);
(xviii) Guarantor breaches any of the Guarantor Financial Covenants and a Substitute Guaranty is not delivered in accordance with the terms of the Guaranty and the Loan Agreement;
(xix) Intentionally omitted;
(xx) for so long as the Property is subject to the MGM/Mandalay Lease, if Borrower consents to MGM/Mandalay Tenant (A) ceasing to do business as a hotel and casino at the Property or (B) terminating such business for any reason whatsoever (in each case other than temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation) without Lender’s prior written consent in violation of the provisions of this Agreement;
(xxi) for so long as the Property is subject to the MGM/Mandalay Lease, (A) Borrower amends the MGM/Mandalay Lease, MGM/Mandalay Lease Guaranty or any other MGM/Mandalay Lease Document without the prior written consent of Lender if required pursuant to this Agreement or (B) Borrower terminates (or consents to the termination of) the MGM/Mandalay Lease, MGM/Mandalay Lease Guaranty or any other MGM/Mandalay Lease Document without ▇▇▇▇▇▇’s prior written consent but only to the extent ▇▇▇▇▇▇’s prior written consent was required by the provisions of this Agreement;
(xxii) Intentionally omitted;
(xxiii) for so long as the Property is subject to the MGM/Mandalay Lease, Borrower consents to any Transfer of MGM/Mandalay Tenant’s leasehold interest in the Property or the MGM/Mandalay Lease without Lender’s prior written consent but only to the extent Lender’s prior written consent was required by the provisions of this Agreement; or (xxiv) if Borrower or any other Loan Party shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxiii) above, for ten (10) days after notice to Borrower from Lender, in the case of any kind being required. If Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such failure non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower or any other Loan Party shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in no event the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days after receiving notice days.
(b) During the continuance of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute than an Event of Default described in clauses (vi), (vii) or (viii) above), in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower or any other Loan Party and in and to all or any of the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower, any other Loan Party and any or all of the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and Other Obligations of Borrower hereunder and under this Leasethe other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.
Appears in 1 contract
Event of Default. Each The occurrence of any of the following shall be constitute an event of default by Lessee under this Lease (each, an “Event of Default”):Default by Tenant:
(a) if Tenant fails to make any representation or warranty payment of Lessee set forth in this Lease is false in any material respect when madeRent, or if Lessee renders any materially false statement or account when madeamount required to replenish the Security Deposit as provided in Section 6 - Security Deposit, within ten (10) days after the date of a notice from Landlord;
(b) if any Rental Tenant abandons or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in vacates the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofPremises;
(c) if Lessee fails Tenant makes any material misrepresentation to pay, prior to delinquency, Landlord or violates any taxes, assessments term or other charges the failure condition of which to pay will result in the imposition of a lien against any of the PropertiesSection 8 - Use and Compliance with Laws;
(d) if Lessee vacates or abandons Tenant fails to deliver any Propertyestoppel certificate requested by Landlord within the period described in Subsection 23.1 - Estoppel Certificates;
(e) if there is an Insolvency Event affecting Lessee;Tenant violates the restrictions on Transfer set forth in Section 16 - Assignment and Subletting.
(f) if Lessee Tenant fails to observe or maintain the insurance required to be maintained by Tenant pursuant to Subsections 13.1 and 13.2 and/or otherwise fails to perform any of the other covenants, conditions or its obligations of Lessee in this Lease; provided, however, if any under such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredsubsections;
(g) if To the extent permitted by law, Tenant ceases doing business as a finalgoing concern; makes an assignment for the benefit of creditors; is adjudicated an insolvent, nonappealable judgment is rendered by files a court against Lessee which has petition (or files an answer admitting the material allegations of a Material Adverse Effectpetition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors’ rights’; all or substantially all of Tenant’s assets are subject to judicial seizure or attachment and is are not discharged released within thirty (30) days, or provision made Tenant consents to or acquiesces in the appointment of a trustee, receiver or liquidator for such discharge within ninety (90) days from the date Tenant or for all or any substantial part of entry thereofTenant’s assets;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged Tenant fails, within ninety (90) days after it is madethe commencement of any state or federal bankruptcy or other statute, law or regulation affecting creditors’ rights, to have such proceedings dismissed, or Tenant fails, within ninety (90) days after an appointment, without Tenant’s consent or acquiescence, of any trustee, receiver or liquidator for Tenant or for all or any substantial part of Tenant’s assets, to have such appointment vacated; or
(ji) Tenant fails to perform or comply with any provision of this Lease other than those described in (a) through (g) above, and does not fully cure such failure within fifteen (15) days after notice to Tenant or, if there is an “Event such failure cannot be cured within such fifteen (15) day period, Tenant fails within such fifteen (15) day period to commence, and thereafter diligently proceed with, all actions necessary to cure such failure as soon as reasonably possible but in all events within ninety (90) days of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periodssuch notice; provided, however, that if Landlord in the event Landlord’s reasonable judgment determines that this Lease has been the subject of a Securitization and any Other Agreement has such failure cannot been the subject of the same Securitization or any series relating to will not be cured by Tenant within such Securitizationninety (90) day period, an “Event of Default” under then such Other Agreement failure shall not constitute an Event of Default under this Leaseimmediately upon such notice to Tenant.
Appears in 1 contract
Event of Default. Each of the following shall be constitute an event of default by Lessee under this Lease (each, an “Event of Default”)::
(a) if If any representation or warranty of Lessee set forth in this Lease Carvana contained herein is false in any material respect when made, made or if Lessee renders any materially false statement or account when deemed made;
(b) if If any Rental representation or other Monetary Obligation due under this Lease warranty of Carvana contained in a Transaction Document is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice false in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments material respect when made or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Leasedeemed made; provided, however, if such false representation or warranty is not intentionally made by Carvana and is of the nature that such false representation or warranty can be cured, Carvana shall have fifteen (15) days from the date upon which Carvana receives written notice from VMRE identifying the false representation or warranty and declaring the default to cure such false representation or warranty;
(c) If Carvana represents to VMRE a materially false statement about any portion of this Agreement, the Transactions or a Property; provided, however, if such failure materially false statement is not intentionally made by Carvana and is of the nature that such materially false statement can be cured, Carvana shall have fifteen (15) days from the date upon which Carvana receives written notice from VMRE identifying the materially false statement and declaring the default to cure such materially false statement;
(d) If Carvana fails to timely and properly perform any covenant, requirement and/or obligation imposed on Carvana pursuant to this Agreement and does not involve cure the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is default within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedfrom when Carvana receives written notice form VMRE identifying the unperformed covenant, during which period Lessee may correct or cure such failure, upon failure of which requirement and/or obligation imposed on Carvana pursuant to this Agreement and declaring the default;
(e) If there is an Event of Default shall be deemed under any Operator Lease which is not cured according to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure the terms of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct Operator Lease or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, if there is an Event of Default shall be deemed under any of the Other Agreements which is not cured according to have occurred hereunder without further notice the terms of the applicable Other Agreements;
(f) An Insolvency Event occurs with respect to Carvana or demand of any kind being requiredCarvana Lessee;
(g) If there is a default under any Ground Lease which is not cured by Carvana prior to the expiration of any notice or cure period provided under such Ground Lease or if a finalGround Lease is terminated at any time during which an Operator Lease was in effect with respect to the applicable Property, nonappealable judgment is rendered by except if such termination occurs in connection with a court against Lessee which has a Material Adverse Effect, and is not discharged Carvana Repurchase or provision made for such discharge within ninety (90) days from Put of the date of entry thereof;applicable Property; or
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about If Carvana fails to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Property Event of Default under this Leasein the manner and with the cure period provided for in Section 9.2 hereof.
Appears in 1 contract
Event of Default. Each 11.01 During the Loan term, each of the following events and circumstances shall be an event of default by Lessee under this Lease (each, an “Event of Default”)::
(a) the market price of the Shares forming the Collateral Shares, the Additional Collateral (if any representation applicable) and the Additional Cash Collateral (determined by reference to the closing price of the Shares on the Stock Exchange) is equal to or warranty less than eighty-four per cent (84%) of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when madethe Minimum Collateral Value for three (3) consecutive trading days (the “Auto Default Trigger”);
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required the Borrower fails to provide such notice twice in any twelve (12) month period; provided, however, any delay in maintain the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day value of the date Lessee receives notice thereofCollateral Shares, the Additional Collateral (if applicable) and the Additional Cash Collateral at above the Top-Up Level as required;
(c) if Lessee the Borrower fails to pay, prior pay Interest as and when due or according to delinquency, any taxes, assessments Clause 6 or other charges the failure of which to pay will result in the imposition of a lien against any of the PropertiesClause 9;
(d) if Lessee vacates the Borrower fails to repay the Loan in full on the Maturity Date or abandons any Propertyas and when due under Clause 7 or Clause 9;
(e) if there is an Insolvency Event affecting Lesseetrading of the Shares has been suspended on the Stock Exchange for a period of five (5) consecutive trading days or more;
(f) if Lessee fails the Borrower commits any fraud in relation to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property Issuer or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default transactions contemplated hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment the Borrower is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date in material breach of entry thereofthis Agreement;
(h) if Lessee shall any of the representations and warranties by the Borrower herein or otherwise in writing in connection herewith is found to be liquidated untrue, misleading or dissolved incorrect or shall begin proceedings towards its liquidation or dissolutionhas not been materially carried out in any material respect;
(i) if except in the estate case of a Change of Collateral, the Issuer has been delisted from the Stock Exchange or interest of Lessee in any privatized or trading of the Properties shall be levied upon Collateral Shares and/or the Additional Collateral (if applicable) has been suspended on the Stock Exchange for a period of five (5) consecutive trading days or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; ormore;
(j) if there the Borrower fails to pay any sum payable by it under this Agreement when due, or where any sum is expressed to be payable on demand, forthwith upon any such demand for the payment thereof being made;
(k) the Borrower materially fails duly and punctually to perform or comply with any of its respective obligations or undertakings hereunder or under any Security Document to which it is a party and, in respect only of a failure which in the opinion of the Lender is capable of remedy and which is not a failure to pay money, does not remedy such failure to the Lender’s satisfaction within seven (7) days (or such longer period as the Lender may approve) after receipt of written notice from the Lender requiring it to do so; INNOVATIVE • GLOBAL • INVESTMENTS Room 2002 / 20th Floor / Fairmont House / ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇
(l) any representation or warranty or undertaking made or deemed to be made or repeated by the Borrower in or pursuant to this Agreement is or proves to be or to have been untrue, inaccurate or misleading in any material respect;
(m) reserved;
(n) a petition is presented or a proceeding is commenced (and which is not discharged within thirty (30) Business Days) or an “Event of Default” order is made by a competent court or other breach appropriate authority against the Borrower or default by Lessee under any resolution shall be passed for bankruptcy or liquidation, of all or a substantial part of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject assets of the same Securitization or any series relating to such SecuritizationBorrower, an “Event the terms of Default” under such Other Agreement shall which have not constitute an Event of Default under this Lease.previously been approved by the Lender;
Appears in 1 contract
Sources: Loan Agreement (Shortall Alan)
Event of Default. Each of the following shall be an event "Event of default Default" by Lessee Tenant: (i) Tenant fails to pay any payment of Rent or any other amount due from Tenant under this Lease on the date when the payment or amount is first due; (each, ii) Tenant vacates the Premises prior to the Expiration Date; (iii) Tenant is otherwise in default of the Tenant's obligations under the terms and conditions of this Lease or any Addenda hereto; (iv) a petition in bankruptcy or for appointment of a receiver is filed by or against Tenant; or (v) any statement made by Tenant in the Application For Lease delivered to Lessor in conjunction with this Lease is subsequently determined to be false or Tenant has omitted any information requested therein. Upon the occurrence of an “Event of Default”):
, Lessor may immediately, and without notice: (1) terminate this Lease and recover from Tenant any or all of the following: (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
all accrued Rent then due; (b) if all future Rent due for the remainder of the Term and any Rental or other Monetary Obligation amounts due from Tenant under this Lease is not paid when due if such failure continues for more than three Lease; and (3c) Business Days after written notice from Lessor; provided, however, any other damages sustained by Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of Tenant's breach of this Lease including, without limitation, attorneys' and paraprofessional fees and court costs; and (2) re-enter and retake possession of the Premises and recover any and all resulting damages including, without limitation, all costs and reasonable attorneys' and paraprofessional fees. The parties expressly agree that the eviction by a technical error in the wiring and/or automated clearinghouse process court or otherwise of Tenant for a breach of this Lease shall not constitute release Tenant from liability for Rent for the balance of the Term of the Lease. It is expressly acknowledged and understood by Tenant that the foregoing shall not be construed to limit Lessor's right to pursue any other remedies provided at law or under principles of equity upon the occurrence of an Event of Default hereunder so long as Default. In the same is corrected within one (1) Business Day event of a court suit, you agree to pay a minimum fee of $250.00 to cover costs of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments suit whether an attorney is used or other charges the failure of which to pay will result not. Tenant agrees that in the imposition of a lien against event Lessor retains an attorney to enforce any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or terms and obligations of Lessee in this Lease; provided, however, if any that such failure does not involve the payment attorney and/or attorneys' staff is specifically authorized to seek and obtain copies of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardyTenant's current credit report, and is within that Tenant shall be responsible for the reasonable power of Lessee to promptly cure, all as determined attorneys' and paraprofessionals' fees incurred by Lessor in its reasonable discretionconnection with such enforcement. The said attorney/attorney's staff may also discuss the debt with a third party for purposes of verifying Tenant's employment, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct bank account or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made other assets for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any collection of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasedebt.
Appears in 1 contract
Sources: Lease Agreement
Event of Default. Each 21.1 If an Event of the following Default occurs, without prejudice to any other rights or remedies that we may have against you and without further notice to you, we shall be an event of default by Lessee under this Lease (each, an “Event of Default”):entitled to:
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when madeimmediately close the Account;
(b) if terminate all or any Rental or other Monetary Obligation due under part of this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofClient Agreement;
(c) if Lessee fails to pay, prior to delinquency, cancel any taxes, assessments or all outstanding orders or any other charges the failure commitments made on behalf of which to pay will result in the imposition of a lien against any of the Propertiesyou;
(d) if Lessee vacates close any or abandons all contracts between you and us, cover any Propertyshort position of you through the purchase of Securities on the relevant Exchange(s) or liquidate any long positions of you through the sale of Securities on the relevant Exchange(s);
(e) if there is an Insolvency Event affecting Lesseedispose of any or all Securities held for or on behalf of you and to apply the proceeds thereof and any cash deposit(s) to settle all outstanding balances owing to us or its Affiliates including all costs, charges, legal fees and expenses including stamp duty, commission and brokerage properly incurred by us in transferring or selling all or any of the Securities or properties in the Account or in perfecting title thereto;
(f) if Lessee fails to observe borrow or perform buy any of the other covenants, conditions or obligations of Lessee Securities required for delivery in this Lease; provided, however, if any such failure does not involve the payment respect of any Monetary Obligationsale effected for you; and
(g) combine, is not willful consolidate and set-off any or intentional, does not place any Property all Accounts of you in accordance with Clause 19. All amounts due or any rights or property of Lessor in immediate jeopardy, owing by you to us under this Client Agreement shall immediately become due and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute payable if an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand occurs.
21.2 In the event of any kind being required. If such failure cansale pursuant to this Clause:
(a) we shall not reasonably be cured within such thirty (30) day period, as determined by Lessor in its responsible for any loss occasioned thereby howsoever arising if we have used reasonable discretion, and Lessee is diligently pursuing a cure endeavours to sell or dispose of such failure, the Securities or any part thereof at the then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredavailable market price;
(gb) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee we shall be liquidated entitled to keep for itself or dissolved sell or shall begin proceedings towards dispose of the Securities or any part thereof at the available market price to any person at its liquidation discretion without being in any way responsible for Loss occasioned thereby howsoever arising and without being accountable for any profit made by us and/ or dissolution;
(i) if the estate or interest of Lessee in any of the Properties Affiliates; and
(c) you agree to pay to us any deficiency if the net proceeds of sale shall be levied upon or attached in any proceeding and such estate or interest is about insufficient to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default cover all the outstanding balances owing by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating you to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leaseus.
Appears in 1 contract
Sources: Client Agreement
Event of Default. Each of the following It shall be an event of default by Lessee under this Lease (each, an “"Event of Default”):
" under this Agreement if Borrower (a) if fails to make any representation or warranty Monthly Deposit payment required hereunder within ten (10) calendar days of Lessee set forth in this Lease is false in any material respect the date when madedue, or if Lessee renders any materially false statement or account when made;
(b) if fails to comply with any Rental or other Monetary Obligation due under provision of this Lease Agreement and such failure is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected cured within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) calendar days shall have elapsed, during which period Lessee may correct or cure after notice from Lender; provided that if such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure default cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee Borrower shall have a reasonable period commenced to cure such failure beyond default within such thirty (30)‑day 30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days, unless, only in the case of cures that require construction or remedial work, such cure cannot with diligence be completed within such one hundred twenty (120) day period, in which case such period shall in no event exceed ninety be extended for an additional one hundred twenty (90120) days after receiving notice days. The occurrence of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice Default, as defined in the Note, the Deed of Trust or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties Other Security Documents, shall also be levied upon or attached in any proceeding an "Event of Default" under this Agreement. Upon the occurrence and such estate or interest is about to be sold or transferred or such process during the continuance of an Event of Default, Borrower shall not be vacated entitled to receive any funds from the Tenant Improvement and Leasing Commission Reserve and Lender may use the Tenant Improvement and Leasing Commission Reserve Fund (or discharged within ninety (90any portion thereof) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under for any purpose, including, but not limited to, completion of the Tenant Improvements as provided in Section 4, payment of any Leasing Commissions then due and payable, or for any other Transaction Documents repair or any Other Agreement , after replacement to the passage of all applicable notice and cure Property or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject toward payment of the same Securitization or any series relating Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to such Securitization, an “Event of Default” under such Other Agreement withdraw and apply the Tenant Improvement and Leasing Commission Reserve Fund shall not constitute an Event of Default be in addition to all other rights and remedies provided to Lender under this LeaseAgreement, the Note, the Deed of Trust, the Other Security Documents, and at law or in equity.
Appears in 1 contract
Sources: Tenant Improvement and Leasing Commission Reserve Agreement (Illumina Inc)
Event of Default. Each of the The following shall be an event constitute events of default by Lessee Tenant under this Lease (each, an “Event of Default”):Lease:
(a) if If Tenant fails to pay any representation rent (including Percentage Rent and Additional Rent) or warranty of Lessee set forth in any other sums payable pursuant to this Lease is false on the date due, whether or not the same shall have been demanded, and such failure continues for a period of five (5) days after Tenant has received written notice thereof, provided that if Tenant defaults in rent payment two (2) times in any material respect when madecalendar year, or if Lessee renders no five (5) day cure period shall apply to any materially false statement or account when made;subsequent rent payment default in that year.
(b) if Any assignment of this Lease, sublease of all or any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day portion of the date Lessee receives notice thereof;Premises or transfer of any interest in Tenant other than as permitted under or in compliance with ARTICLE 15 of this Lease.
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee If Tenant fails to observe or perform any of the other covenants, conditions covenants or obligations of Lessee agreements contained in this LeaseLease to be observed or performed by Tenant; provided, however, except that if any such failure does not involve the payment is of any Monetary Obligation, is not willful a type that can be cured or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined corrected by Lessor in its reasonable discretionTenant, then such failure shall not constitute an Event of Default hereunder, be a default unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of such failure continues for thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure after written notice of which an Event of Default shall be deemed breach is given by Landlord to have occurred hereunder without Tenant; and further notice or demand of any kind being required. If except that if such failure cannot reasonably be cured within is of such a character as to require more than thirty (30) day perioddays to correct, as determined by Lessor Tenant shall not be in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail default if Tenant commences action to correct or cure such failure within the 30-day period and thereafter, using reasonable diligence, cures such ninety failure;
(90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OHd) If Tenant shall become bankrupt, PAgo into receivership, SCor make an assignment for the benefit of creditors, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to or take or have occurred hereunder without further notice or demand taken against Tenant any proceedings of any kind being required;
under any provision of any federal or state bankruptcy law, provided, however, that in the case of any involuntary proceeding against Tenant, if the same is dismissed within sixty (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (9060) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any filing then such involuntary proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madean event of default; or
(je) if there is an “Event If Tenant shall abandon the Premises, with Tenant's absence from the Premises for a period of Default” or other breach or default by Lessee under any of ten (10) consecutive days to be conclusive evidence that the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has Premises have been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leaseabandoned.
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following events shall be an event of default by Lessee under this Lease (each, constitute an “Event of Default”)::
(a) if any portion of the Debt is not paid prior to the fifth (5th) day following the date the same is due or if the entire Debt is not paid on or before the Maturity Date;
(b) except as otherwise expressly provided in the Loan Documents, if any of the Taxes or Other Charges are not paid when the same are due and payable, in accordance with Section 5.4, unless there is sufficient money in the Tax and Insurance Reserve Account for payment of amounts then due and payable and Lender’s access to such money has not been constrained or restricted in any manner, provided;
(c) if the Policies are not kept in full force and effect as required pursuant to Section 8.1;
(d) if Borrower breaches any material covenant with respect to itself or SPE Component Entity contained in Article 6 or any material covenant contained in Article 7 hereof; provided, however, that if Lender reasonably determines that such breach of covenant contained in Article 6 (i) was not made in bad faith, (ii) is capable of being cured, (iii) does not have a material adverse effect on Borrower, SPE Component Entity or the Property and (iv) Lender would not be prejudiced by permitting Borrower to cure the same, which prejudice shall not include the ability to enforce rights and remedies based upon an Event of Default being cured, Borrower shall have thirty (30) days after written notice thereof to cure such misrepresentation or breach of warranty before it becomes an Event of Default hereunder;
(e) if any representation or warranty of, or with respect to, Borrower, Borrower Principal, or SPE Component Entity, in any other Loan Document, or in any certificate, report, financial statement or other instrument or document furnished to Lender at the time of Lessee set forth in this Lease is the closing of the Loan or during the term of the Loan shall have been false or misleading in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only that if Lender reasonably determines that such misrepresentation or breach of warranty (i) was not made in bad faith, (ii) is capable of being cured, (iii) does not have a material adverse effect on Borrower, SPE Component Entity, or the Property, and (iv) Lender would not be required prejudiced by permitting Borrower to provide such notice twice in any twelve (12) month period; providedcure the same, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process which prejudice shall not constitute include the ability to enforce rights and remedies based upon an Event of Default hereunder so long as the same is corrected within one being cured, Borrower shall have thirty (130) Business Day days after written notice thereof to cure such misrepresentation or breach of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure warranty before it becomes an Event of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting LesseeDefault hereunder;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate Borrower, or interest any managing member of Lessee in Borrower, Borrower Principal, or SPE Component Entity shall commence any of the Properties shall be levied upon or attached in any case, proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee action (A) under any Creditors Rights Laws, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, or (B) seeking appointment of the a receiver, trustee, custodian, conservator or other Transaction Documents similar official for it or for all or any Other Agreement substantial part of its assets, after the passage or Borrower, any managing member of all applicable notice and cure Borrower, Borrower Principal, or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.SPE
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following shall be events will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):" on the part of Tenant:
(a) if Failure to pay any representation installment of Monthly Basic Rent, any Additional Rent or warranty of Lessee set forth in any other sum required to be paid by Tenant under this Lease is false in any material respect when madeLease, or if Lessee renders any materially false statement or account when madeand such failure shall continue for five (5) days;
(b) if Failure to perform any Rental of the other covenants or other Monetary Obligation due under this Lease conditions which Tenant is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve observe and perform (12) month period; provided, however, any delay except failure in the payment of Rental Monthly Basic Rent, Additional Rent or any other monetary obligation contained in this Lease) and such failure shall continue for fifteen (15) days (or such shorter period of time as a result of a technical error may be specified by Landlord in the wiring and/or automated clearinghouse process shall event of an emergency) after written notice thereof by Landlord to Tenant, provided that if such default is other than the payment of money and cannot constitute be cured within such fifteen (15) day period, then an Event of Default hereunder so long as shall not have occurred if Tenant, within such fifteen (15) day period, commences to cure such failure and diligently in good faith prosecutes the same is corrected to completion and furnishes evidence thereof to Landlord within one thirty (130) Business Day of the date Lessee receives notice thereofdays thereafter;
(c) if Lessee fails If any warranty, representation or statement made by Tenant to pay, prior to delinquency, any taxes, assessments Landlord in connection with this Lease is or other charges the failure of which to pay will result in the imposition of a lien against any of the Propertieswas materially false or misleading when made or furnished;
(d) if Lessee vacates or abandons The occurrence of an Event of Default under any Propertyother agreement between Landlord and Tenant;
(e) if there is an Insolvency Event affecting LesseeFailure to conduct business operations within the Leased Premises for five (5) consecutive days;
(f) if Lessee fails If Tenant makes a bulk sale of its goods or moves or commences, attempts or threatens to observe or perform any move its goods, equipment and personal property out of the Leased Premises;
(g) The levy of a writ of attachment or execution or other covenants, conditions judicial seizure of substantially all of Tenant's assets or obligations of Lessee its interest in this Lease; provided, howeversuch attachment, if any such failure does not involve the payment of any Monetary Obligation, is not willful execution or intentional, does not place any Property other seizure remaining undismissed or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and discharged for a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry levy thereof;
(h) if Lessee shall be liquidated The filing of any petition by or dissolved against Tenant or shall begin proceedings towards its liquidation any Guarantor to declare Tenant or dissolutionany Guarantor a bankrupt or to delay, reduce or modify Tenant's or any Guarantor's debts or obligations, which petition is not discharged within forty five (45) days after the date of filing;
(i) if the estate The filing of any petition or interest of Lessee in other action taken to reorganize or modify Tenant's or any of the Properties shall be levied upon or attached in any proceeding and such estate or interest Guarantor's capital structure, which petition is about to be sold or transferred or such process shall not be vacated or discharged within ninety forty five (9045) days after it the date of filing;
(j) If Tenant or any Guarantor shall be declared insolvent according to law;
(k) A general assignment by Tenant or any Guarantor for the benefit of creditors;
(1) The appointment of a receiver or trustee for Tenant or any Guarantor or all or any of their respective property, which appointment is madenot discharged within forty five (45) days after he date of filing;
(m) The filing by Tenant or any Guarantor of a voluntary petition pursuant to the Bankruptcy Code or any successor thereto or the filing of an involuntary petition against Tenant or any Guarantor pursuant to the Bankruptcy Code or any successor legislation, which petition is not discharged within forty five (45) days after the date of filing; or
(jn) if there is an “Event The occurrence of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default or other breach by Tenant under the other provisions of this Lease.
Appears in 1 contract
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account with respect to any Property, the Personalty or this Lease when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than within three (3) Business Days after written notice from Lessorof failure to pay the same; provided, however, that Lessor shall only be required obligated to provide such notice written notice, and the three (3) day cure period shall only be available, twice in any twelve (12) month period; provided, howeverfurther, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee ▇▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties, and ▇▇▇▇▇▇ fails to cause such resulting lien to be discharged of record or bonded to the satisfaction of Lessor within thirty (30) days subsequent to the filings thereof;
(d) Subject to Article XI and Section 17.01, if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day 30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day 30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee ▇▇▇▇▇▇ which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee or Guarantor under any of the other Transaction Documents or any Other Agreement Agreement, after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Sources: Master Lease Agreement (Local Bounti Corporation/De)
Event of Default. Each a. After the happening of the following shall be an event of default hereunder, the Mortgagor shall, upon demand of the Mortgagee, surrender possession of the mortgaged property to the Mortgagee, and the Mortgagee may enter such property, and let the same and collect all the rents therefrom which are due to be become due, and apply the same, after payment of all charges and expenses, on account of the indebtedness hereby secured, and all such rents and all leases existing at the time of such default are hereby assigned to the Mortgagee as further security for the payment of the indebtedness secured hereby; and the Mortgagee may also dispossess, by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, howeverthe usual summary proceedings, any delay tenant defaulting in the payment of Rental any rent to the Mortgagee.
b. In the event that the Mortgagor occupies the mortgaged property, or any part thereof, the Mortgagor agrees to surrender possession of such property to the Mortgagee immediately after any such default hereunder, and if the Mortgagor remains in possession after such default, such possession shall be as a result tenant of the Mortgagee, and the Mortgagor shall pay in advance, upon demand by the Mortgagee, as a technical error reasonable monthly rental for the premises occupies by the Mortgagor, an amount at least equivalent to one-twelfth (1/12) of the aggregate of the twelve monthly installments payable in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as current calendar year, plus the same is corrected within one (1) Business Day actual amount of the date Lessee receives notice thereof;
(c) annual ground rent, if Lessee fails to payany, prior to delinquency, any taxes, assessments or assessments, water rates, other governmental charges and insurance premiums payable in connection with the mortgaged property during such year, and upon the failure of which the Mortgagor to pay will result in such monthly rental, the imposition Mortgagor may also be dispossessed by the usual summary proceedings applicable to tenants. This covenant shall become effective immediately upon the happening of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day perioddefault, as determined by Lessor in its reasonable discretionthe sole discretion of the Mortgagee, and Lessee is diligently pursuing a cure of such failure, then Lessee who shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving give notice of such failure from Lessor. If Lessee shall fail determination to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties the Mortgagor; and in OH, PA, SC, TN the case of foreclosure and TX File No. 7210/02-475 period, an Event the appointment of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any receiver of the Properties rents, the within covenant shall be levied upon or attached in any proceeding and inure to the benefit of such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasereceiver.
Appears in 1 contract
Sources: Mortgage
Event of Default. Each It is hereby mutually covenanted and agreed, that that any or all of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):” by Tenant:
(ai) if Tenant should fail to pay promptly when and as due any representation or warranty payment of Lessee set forth in this Lease is false in any material respect when madeBasic Monthly Rental, or if Lessee renders any materially false statement or account when made;
(b) if any Rental Additional Rent or other sums payable by Tenant hereunder (a “Monetary Obligation due under this Lease Default”), and if such Monetary Default is not paid when due if such failure continues for more than three fully cured within five (35) Business Days business days after written notice thereof from Lessor; provided, however, Lessor shall only be required Landlord to provide such notice twice Tenant (except that Landlord need not give Tenant more than two (2) notices of non-payment of monthly rent installments in any twelve (12) month period; providedone Lease Year, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute it being agreed an Event of Default hereunder so long shall exist without regard to such notice as the same is corrected within one concerns more than two (12) Business Day of the date Lessee receives notice thereof;
(c) monthly rent defaults in a Lease Year); or if Lessee fails Tenant shall fail promptly and timely to paykeep and perform each and every covenant, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does condition and agreement not involve the involving payment of any money (a “Non-Monetary ObligationDefault”) herein contained and on the part of Tenant to be kept and performed, and if such Non-Monetary Default is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is fully cured within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice from Landlord to Tenant (or within such additional time as reasonably needed to cure same if Tenant acts diligently to and does cure same promptly and holds Landlord harmless from all liability and expense arising from such default and the existence thereof is not a default under any deed of trust on the Demised Premises and does not materially adversely affect the value, during which period Lessee may correct safety or cure security of the Demised Premises nor cause disturbance to other tenants of the Building or neighboring buildings); or if Tenant fails to keep in force any insurance herein required and such failuredefault is not cured within five (5) business days after written notice, upon failure or if any act or omission of which an Event of Default shall be deemed to have occurred hereunder without further notice Tenant causes unreasonable interference with the use, occupancy or demand quiet enjoyment of any kind being required. If such failure canother tenant of the Building or of any neighboring building and is not reasonably be cured abated within such thirty five (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (905) days after receiving written notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madeLandlord; or
(jii) if Tenant shall abandon or evidence any intention to abandon the Demised Premises and fail to pay any Rent due under the Lease; or,
(iii) if the Tenant’s estate hereby created shall be taken on execution or other process or law; or
(iv) if there is an “Event of Default” or other breach or default by Lessee under shall occur any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, events described in the event that Section 5 hereof which entitle Landlord to terminate this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating pursuant to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.said Section 5;
Appears in 1 contract
Event of Default. Each It is hereby mutually covenanted and agreed, that that any or all of the following shall be an event of default by Lessee under this Lease (each, an “"Event of Default”):" by Tenant:
(ai) if Tenant should fail to pay promptly when and as due any representation or warranty payment of Lessee set forth in this Lease is false in any material respect when madeBasic Monthly Rental, or if Lessee renders any materially false statement or account when made;
(b) if any Rental Additional Rent or other sums payable by Tenant hereunder (a "Monetary Obligation due under this Lease Default"), and if such Monetary Default is not paid when due if such failure continues for more than three fully cured within five (35) Business Days business days after written notice thereof from Lessor; provided, however, Lessor shall only be required Landlord to provide such notice twice Tenant (except that Landlord need not give Tenant more than two (2) notices of non-payment of monthly rent installments in any twelve (12) month period; providedone Lease Year, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute it being agreed an Event of Default hereunder so long shall exist without regard to such notice as the same is corrected within one concerns more than two (12) Business Day of the date Lessee receives notice thereof;
(c) monthly rent defaults in a Lease Year); or if Lessee fails Tenant shall fail promptly and timely to paykeep and perform each and every covenant, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does condition and agreement not involve the involving payment of any money (a "Non-Monetary ObligationDefault") herein contained and on the part of Tenant to be kept and performed, and if such Non-Monetary Default is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is fully cured within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsedafter written notice from Landlord to Tenant (or within such additional time as reasonably needed to cure same if Tenant acts diligently to and does cure same promptly and holds Landlord harmless from all liability and expense arising from such default and the existence thereof is not a default under any deed of trust on the Demised Premises and does not materially adversely affect the value, during which period Lessee may correct safety or cure security of the Demised Premises nor cause disturbance to other tenants of the Building or neighboring buildings); or if Tenant fails to keep in force any insurance herein required and such failuredefault is not cured within five (5) business days after written notice, upon failure or if any act or omission of which an Event of Default shall be deemed to have occurred hereunder without further notice Tenant causes unreasonable interference with the use, occupancy or demand quiet enjoyment of any kind being required. If such failure canother tenant of the Building or of any neighboring building and is not reasonably be cured abated within such thirty five (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (905) days after receiving written notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madeLandlord; or
(jii) if Tenant shall abandon or evidence any intention to abandon the Demised Premises and fail to pay any Rent due under the Lease; or,
(iii) if the Tenant's estate hereby created shall be taken on execution or other process or law; or
(iv) if there is an “Event of Default” or other breach or default by Lessee under shall occur any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, events described in the event that Section 5 hereof which entitle Landlord to terminate this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating pursuant to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.said Section 5;
Appears in 1 contract
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “"Event of Default”):":
(a) if The Company shall fail to pay any representation or warranty of Lessee set forth in amount payable pursuant to this Lease on the date on which such payment is false in any material respect when made, or if Lessee renders any materially false statement or account when made;due and payable; or
(b) if The Sublessee shall fail to pay any Rental amount payable pursuant to the Sublease on the date on which such payment is due and payable; or
(c) The Company shall fail to observe and perform any agreement, term or condition contained in the Lease other Monetary Obligation due under this Lease is not paid when due if than as required pursuant to subsection (a) above, and such failure continues for more than three a period of thirty (330) Business Days days after written notice from Lessorof such failure is given to the Company by the Director, or for such longer period as the Director may agree to in writing; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) that if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure is of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does nature that it can be corrected but not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cureapplicable period, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunderso long as the Lessee institutes curative action within the applicable period and diligently pursues such action to completion; or
(d) The Sublessee shall fail to observe and perform any agreement, unless otherwise expressly provided hereinterm or condition contained in the Sublease other than as required pursuant to subsection (b) above, unless and until Lessor shall have given Lessee notice thereof and such failure continues for a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail is given to correct the Sublessee by the Director, or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from longer period as the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee Director may agree to in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periodswriting; provided, howeverthat if the failure is of such nature that it can be corrected but not within the applicable period, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement failure shall not constitute an Event of Default so long as the Sublessee institutes curative action within the applicable period and diligently pursues such action to completion; or
(e) Any representation or warranty made by the Company (or any of its officers) herein or in any, Lease Approval Document or in connection herewith or therewith shall prove to have been incorrect in any material respect when made; or
(f) Any representation or warranty made by the Sublessee (or any of its officers) in any Lease Approval Document or in connection therewith shall prove to have been incorrect in any material respect when made; or
(g) The Company shall fail to pay any indebtedness of the Company, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, by acceleration, on demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any other default under this Leaseany agreement or instrument relating to any such indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or
(h) The Sublessee shall fail to pay any indebtedness of the Sublessee, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, by acceleration, on demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any other default under any agreement or instrument relating to any such indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the Stated maturity thereof; or
(i) The Company commences a voluntary case concerning it under titles of the United States Code entitled "Bankruptcy", as now, or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Company under the Bankruptcy Code and relief is ordered against the Company, or the petition is controverted but is not dismissed within sixty (60) days after the commencement of the case; or the Company is not generally paying its debts as such debts become due; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Company; or the Company commences any other proceeding under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect; or there is commenced against the Company any such proceeding which remains undismissed for a period of sixty (60) days; or the Company is adjudicated insolvent or bankrupt; or the Company fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding or any order of relief or other order approving any such case or proceeding or the appointment of any custodian or the like of or for it or any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of sixty (60) days; or the Company makes a general assignment for the benefit of creditors; or any action is taken by the Company for the purpose of effecting any of the foregoing; or a receiver or trustee or any other officer or representative of the court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or assets of the Company for a period in excess of sixty (60) days; or
(j) The Sublessee commences a voluntary case concerning it under titles of the United States Code entitled "Bankruptcy", as now, or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Sublessee under the Bankruptcy Code and relief is ordered against the Sublessee, or the petition is controverted but is not dismissed within sixty (60) days after the commencement of the case; or the Sublessee is not generally paying its debts as such debts become due; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Sublessee; or the Sublessee commences any other proceeding under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect; or there is commenced against the Sublessee any such proceeding which remain undismissed for a period of sixty (60) days; or the Sublessee is adjudicated insolvent or bankrupt; or the Sublessee fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding or any order of relief or other order approving any such case or proceeding or the appointment of any custodian or the like of or for it or any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of sixty (60) days; or the Sublessee makes a general assignment for the benefit of creditors; or any action is taken by the Sublessee for the purpose of effecting any of the foregoing; or a receiver or trustee or any other officer or representative of the court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or assets of the Sublessee for a period in excess of sixty (60) days; or
(k) A judgment or order for the payment of money in excess of Ten Thousand Dollars ($10,000) shall be rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(l) A judgment or order for the payment of money in excess of Ten Thousand Dollars ($10,000) shall be rendered against the Sublessee and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(m) Any default under the Guaranty shall have occurred and be continuing; or
(n) The Company fails to meet its minimum funding requirements under Section 301 et seq. of ERISA, with respect to any of its Plans; or
(o) The Sublessee fails to meet its minimum funding requirements under Section 301 et seq. of ERISA, with respect to any of its Plans; or
(p) The Company waives, suffers or consents to any "Event of Default" under the Sublease as such term is defined therein; or
(q) Any "Event of Default" under the Sublease as such term is defined therein.
Appears in 1 contract
Sources: Lease (Luiginos Inc)
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if any portion of the Debt is not paid when due with, other than with respect to any Monthly Debt Service Payment Amount and any failure to repay the Debt on the Maturity Date, such failure continuing for five (5) Business Days after written notice that the same is due and payable; provided, that, such notice shall not be provided more than two (2) times during the term of the Loan; provided, further, that it shall not be an Event of Default if (x) sums sufficient to pay the Monthly Debt Service Payment Amount, fund the required deposits into the Reserve Funds or make such other payments are on deposit in the Cash Management Account prior to the applicable due date and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement, as applicable, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing;
(ii) if any of the Taxes or Other Charges are not paid before the same become delinquent, other than those being contested by Borrower or Senior Borrower in accordance with Section 5.1.2; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay such Taxes or Other Charges are on deposit in the Tax and Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement (y) ▇▇▇▇▇▇’s or Senior ▇▇▇▇▇▇’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing;
(iii) if (A) the Insurance Policies are not kept in full force and effect; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay the Premiums for such Insurance Policies are on deposit in the Tax and Insurance Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing, or (B) certificates evidencing the Insurance Policies are not delivered to Lender and Senior Lender upon within five (5) Business Days following written request therefor;
(iv) if Borrower or Senior Borrower Transfers or otherwise encumbers any portion of the Collateral or any Individual Property without Lender’s prior written consent in violation of the provisions of this Agreement or Article 6 of the applicable Mortgage;
(v) if any representation or warranty of Lessee set forth made by Borrower herein or in this Lease is any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect when as of the date the representation or warranty was made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor that if such misrepresentation (A) was inadvertent and non- recurring, and (B) is susceptible of being cured, then the same shall be an Event of Default hereunder only be required if the same is not cured within thirty (30) days after written notice to provide such notice twice in ▇▇▇▇▇▇▇▇ from Lender;
(vi) if a Bankruptcy Action occurs with respect to any twelve (12) month periodBorrower Party or any Borrower Party shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against any delay in Borrower Party or (2) an application for, or commencement of any process seeking, the payment of Rental as a result appointment of a technical error custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Person or any portion of any Individual Property or the Collateral and (B) no Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (vi) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the wiring and/or automated clearinghouse same not being discharged, stayed or dismissed within ninety (90) days;
(vii) intentionally omitted;
(viii) if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix) if a Bankruptcy Action occurs with respect to Guarantor or Guarantor shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against such Guarantor or such other guarantor or indemnitor or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Guarantor or such other guarantor or indemnitor or any portion of its property and (B) neither such Guarantor nor any Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (ix) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, it shall be at Lender’s option to determine whether any of the foregoing shall be an Event of Default;
(x) if Borrower breaches any covenant contained in Section 4.1.30 hereof; provided, that such breach shall not constitute an Event of Default hereunder so long as the same if (A) such breach is corrected curable and was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within one thirty (130) Business Day days after earlier to occur of (x) notice from Lender or (y) the date Lessee receives notice thereof;
Borrower becomes aware of such breach, and (cC) if Lessee fails requested by Lender, within thirty (30) days of request by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ delivers to payLender, prior an Additional Insolvency Opinion to delinquencythe effect that such breach shall not in any material respect impair, any taxes, assessments negate or other charges amend the failure of which to pay will result opinions rendered in the imposition of a lien against any of Insolvency Opinion or the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Additional Insolvency Event affecting Lessee;
(f) if Lessee fails Opinion most recently delivered to observe or perform any of the other covenantsLender, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee which opinion shall be acceptable to promptly cure, all as determined by Lessor Lender in its reasonable discretion;
(xi) intentionally omitted;
(xii) if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, then or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue; provided, that such failure breach shall not constitute an Event of Default hereunderif (A) such breach is curable and was inadvertent and non-recurring, unless otherwise expressly provided herein, unless and until Lessor (B) Borrower shall have given Lessee notice thereof and a period of promptly cure such breach within thirty (30) days shall have elapsedafter earlier to occur of (x) notice from Lender or (y) the date Borrower becomes aware of such breach, during which period Lessee may correct or cure such failureand (C) if requested by ▇▇▇▇▇▇, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day perioddays of request by ▇▇▇▇▇▇, as determined by Lessor Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion, ;
(xiii) if a material default has occurred by Senior Borrower and Lessee continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and the Manager thereunder terminates or cancels the Management Agreement (or any Replacement Management Agreement) unless the applicable Individual Senior Borrower (or applicable Tenant) elects to self-manage and the same is diligently pursuing permitted by the terms of the applicable Lease(s) or the terminated Management Agreement is replaced with a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty Replacement Management Agreement within sixty (30)‑day period, which shall in no event exceed ninety (9060) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredtermination;
(gxiv) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee Borrower shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about continue to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee in Default under any of the other Transaction Documents terms, covenants or any Other Agreement conditions of Sections 9.1 or 9.2 hereof, after the passage of all applicable notice and cure or grace periods; providedfails to cooperate with Lender in connection with a bifurcation, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject assignment or participation of the same Securitization Loan pursuant to the provisions of Section 9.1 or any series relating 9.2 hereof, as applicable, for three (3) days after notice to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.Borrower from Lender;
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Net Lease Office Properties)
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofdue;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the PropertiesProperty;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(e) if Lessee vacates or abandons the Property;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any the Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day 30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day 30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, or which does not have a Material Adverse Effect but which is in the amount of $250,000.00 or more, and in either event is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties Property shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement Agreement, after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. Each The occurrence of any of the following events and failure to cure within stated periods shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder:
(a) Failure of HOME-assisted homes to qualify as affordable housing up to the point of sale. The principal amount owed on each non-compliant home shall be the actual amount of HOME funds drawn on the home.
(b) Failure to complete the project timely in accordance with Article II section 2.5 of this Agreement.
(c) Failure to properly pay subcontractors for work adequately performed and to obtain lien waivers from subcontractors upon due payment for said work.
(d) Any default by Developer in the repayment of any indebtedness owing to CITY under the Loan Documents for any purpose or reason, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of which indebtedness is not paid in full within thirty (30) days from the date that said indebtedness is due and payable;
(e) Any breach by Developer of any of the non-monetary representations, warranties, covenants and conditions of this Agreement, except as to any breach in Labor conditions, or any of the Loan Documents, which breach is not cured by Developer to CITY's reasonable satisfaction within sixty (60) days from the receipt of written notice thereof, provided that in the event of a non-monetary breach or default by Developer which is outside of the control of Developer and which cannot be cured within said sixty (60) days, Developer shall have elapsedcommenced to cure its breach or default within said sixty (60) days and thereafter diligently proceed to cure its breach or default. Notwithstanding anything to the contrary herein, during any violation, breach or default by Developer of the Act or any applicable laws, ordinances, rules or regulations applicable to the Project, the Project Site or Developer's use of the Loan Funds which is not cured within the applicable period Lessee may correct or cure such failure, upon failure of which shall constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand hereunder;
(f) Any breach by Developer of any kind being required. If such failure of the non-monetary representations, warranties, covenants and conditions of this Agreement applying to Labor requirements which cannot reasonably be cured by the Developer within ten (10) working days from receipt of written notice thereof.
(g) Any written representation, warranty or disclosure made to CITY by Developer which proves to be materially false or misleading as of the date when made, whether or not such representation or disclosure appears in this Agreement or the Loan Documents;
(h) Any material deviation in carrying out the Project without the prior written approval of the CITY which deviation is not corrected within thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving receipt of written notice of such failure thereof from Lessor. If Lessee shall fail the CITY to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredDeveloper;
(gi) if The filing of a finalpetition in bankruptcy or for reorganization under any bankruptcy or insolvency law by or against Developer or the filing of an application for a receiver or trustee for all or a portion of the Project or the Project Site, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge dismissed within ninety (90) days from days, or if Developer makes an assignment for the date benefit of entry thereof;
(h) if Lessee shall be liquidated creditors or dissolved becomes insolvent or shall begin proceedings towards is unable to pay its liquidation debts as they mature, or dissolution;
(i) if the estate any attachment or interest of Lessee in any execution is levied against all or a portion of the Properties shall be levied upon Project or attached in any proceeding the Project Site and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madedays; orand/or
(j) if there is an “Event of Default” or other breach or default Failure by Lessee under any of Developer to defend, indemnify and/or hold harmless the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that CITY pursuant to 5.10 to this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseFunding Agreement.
Appears in 1 contract
Sources: Funding Agreement
Event of Default. Each If any of the following shall events occurs, it is hereby defined as and declared to be an event of default by Lessee under this Lease (each, and to constitute an “Event of Default”)::
(a) if failure by the Governmental Agency to pay, or cause to be paid, any representation or warranty of Lessee Loan Repayment set forth in this Lease is false in any material respect Schedule C, required to be paid hereunder when madedue, or if Lessee renders any materially false statement or account when madewhich failure shall continue for a period of ten (10) days;
(b) failure by the Governmental Agency to make, or cause to be made, any required payments of principal of, redemption premium, if any, and interest on any Rental bonds, notes or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day obligations of the date Lessee receives notice thereofGovernmental Agency for borrowed money (other than the Loan and the Governmental Agency Bond), after giving effect to the applicable grace period, the payments of which are secured by the Pledged Property;
(c) if Lessee fails failure by the Governmental Agency to pay, prior or cause to delinquencybe paid, the Administrative Fee or any taxes, assessments portion thereof when due or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or and perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in paragraph (a) of this Section 5.01 and other than a failure to comply with the other covenantsprovisions of Section 2.03 hereof, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such which failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and continue for a period of thirty (30) days shall have elapsedafter written notice, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If specifying such failure cannot reasonably and requesting that it be cured within such thirty (30) day periodremedied, as determined is given to the Governmental Agency by Lessor the Trustee, unless the Trustee shall agree in its reasonable discretion, and Lessee is diligently pursuing a cure writing to an extension of such failure, then Lessee shall have a reasonable period time prior to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periodsexpiration; provided, however, that if the failure stated in such notice is correctable but cannot be corrected within the event that this Lease has been applicable period the subject Trustee may not unreasonably withhold its consent to an extension of a Securitization and any Other Agreement has not been such time up to sixty (60) days from the subject delivery of the same Securitization or any series relating written notice referred to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an above if corrective action is instituted by the Governmental Agency within the applicable period and diligently pursued until the Event of Default is corrected; or
(d) a petition is filed by or against the Governmental Agency under any federal or state bankruptcy or insolvency law or other similar law in effect on the date of this LeaseLoan Agreement or thereafter enacted, unless in the case of any such petition filed against the Governmental Agency such petition shall be dismissed within thirty (30) days after such filing and such dismissal shall be final and not subject to appeal; or the Governmental Agency shall become insolvent or bankrupt or make an assignment for the benefit of its creditors; or a custodian (including, without limitation, a receiver, liquidator or trustee of the Governmental Agency or any of its property) shall be appointed by court order to take possession of the Governmental Agency or its property or assets if such order remains in effect or such possession continues for more than thirty (30) days.
Appears in 1 contract
Sources: Loan Agreement
Event of Default. Each The occurrence of any one or more of the following shall be an event events during the term of default by Lessee under this Lease the Loan (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease which list is not paid when due if such failure continues for more than three (3exhaustive) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” for the purpose of this Deed of Trust:
A) The determination by the County, at any time during the life of this Loan, that the Borrower did not meet one or more of the PATHWAY TO PURCHASE Program qualifications at the time of making this Loan;
B) The refinancing, sale, transfer, conveyance or any encumbrance of the Property (or portion thereof) during the term of this Loan without the prior written consent of the County (which consent shall not be deemed to have been given in the absence of a County-approved subordination agreement recorded in the County land records), the Property is leased in its entirety or the Borrower otherwise violated the permitted use of the property;
C) The use of the proceeds of this Loan for any other breach purpose other than down payment and closing cost assistance associated with the acquisition of the Property;
D) Borrower defaults or default by Lessee otherwise fails to perform or fulfill any of his/her/their covenants or agreements under any of the other Transaction Loan Documents or any Other Agreement documents evidencing any other loan affecting the Property, after the passage beyond any applicable periods of all applicable notice and cure cure; or
E) If the Borrower, or grace periodsany party on behalf of or against Borrower:
i) Files any petition for relief under Title 11 of the United States Code, as amended (the “Bankruptcy Code”);
ii) Files any petition or pleading initiating any state or federal insolvency proceeding;
iii) Makes or files any petition to initiate an assignment or composition for the benefit of creditors; providedor
iv) Files any petition or pleading initiating any action seeking a judicial modification or alteration of the rights of Beneficiary.
F) If Borrower shall:
i) Become insolvent, however, as that term is defined in the event that this Lease has been Bankruptcy Code or other applicable law; or
ii) Become unable to pay debts generally as they become due.
G) If any court of competent jurisdiction enters an order appointing a trustee, or receiver of or for the subject of Property, or a Securitization and any Other Agreement has not been the subject substantial portion of the same Securitization Property, or for Borrower.
H) If any proceeding instituted under (E) or (G) above is not dismissed or stayed within sixty (60) days of filing:
I) If the Borrower fails to pay or perform any obligation contained in any other mortgage, deed of trust, security agreement or other instrument that creates a lien upon the title to the Property, which is not cured within any permissible grace period, if any, specified in any such instrument.
J) If any representation or warranty of the Borrower contained in this Deed of Trust, the Note, or any series relating to such Securitization, an “Event of Default” under such Other Agreement other Loan Document or certificate executed in connection with the Loan or application for the Loan shall be untrue or becomes untrue while the Loan is outstanding in any material respect and shall not constitute an Event of Default under this Leasebe rectified within thirty (30) days.
K) If the Property or any part thereof is sold, or conveyed without prior written notice delivered to the Beneficiary; or
L) The failure to timely pay all taxes imposed upon the Borrower and the Property prior to the date when any interest or penalty would accrue for non-payment, except for those taxes the Borrower is contesting in good faith by appropriate legal proceedings.
Appears in 1 contract
Sources: Deed of Trust
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided As used herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” shall mean the occurrence and/or existence of any one or other breach more of the following: (a)(i) Tenant shall neglect or default fail to pay Base Rent, or any installment thereof, or any regularly scheduled installment of Additional Rent on or before the date on which the same becomes due and payable, and such failure continues for five days after Landlord gives Tenant written notice thereof, or (ii) Landlord having given the notice specified in the foregoing clause (a)(i) to Tenant once in any 12 month period, Tenant shall fail, on another occasion within 12 months after the first such notice, to pay any installment of Base Rent or Additional Rent within five days after due (provided, that such failure is not solely due to an error by Lessee under Landlord or Landlord’s bank in collecting such installment by electronic funds transfer when Tenant has adequate available funds in its account to pay such installment); or (b) Tenant shall neglect or fail to perform or observe any of the other Transaction Documents covenants or undertakings herein on its part to be performed or observed and such neglect or failure shall continue for ten days after notice to Tenant; provided that if the default is other than a default under clause (a) above, or clauses (c) through (i) below, and is such that it cannot be cured within ten days, but is capable of being cured, such ten day period shall be extended by up to 20 additional days provided that Tenant commences to cure such default within said ten day period, continues to do so diligently, and thereafter completes such cure within not more than 30 days following the notice of default; or (c) there is filed by Tenant any Other Agreement case, after petition, proceeding or other action under any Bankruptcy Law; or (d) any other proceedings shall be instituted against Tenant under any Bankruptcy Law and not be dismissed within 60 days; or (e) Tenant shall execute an assignment of its property for the passage benefit of all applicable notice its creditors; or (f) a receiver, custodian or other similar officer for Tenant shall be appointed and cure not be discharged within 60 days; or grace periods(g) the estate hereby created shall be taken by execution or by other process of law and is not redeemed by Tenant within 30 days thereafter; provided, however, or (h) an assignment or sublease in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject violation of the same Securitization terms of this Lease; or (i) any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute other event constituting an Event of Default under the express terms of other Sections of this Lease, including, without limitation, Section 2.5. If, as provided above, Landlord is responsible for collecting rent via electronic funds transfer, then Tenant, other than having inadequate funds, will not be subject to default for any errors or omissions by Landlord or Landlord’s bank.
Appears in 1 contract
Event of Default. Each The occurrence of any of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”)::
(a) if Failure on the part of Tenant to pay any representation part of the Base Rent or warranty of Lessee set forth in this Lease is false in any material respect when madeAdditional Rent, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due sums of money that Tenant is required to pay under this Lease is not paid when due if where such failure continues for a period of five (5) business days after written notice of default from Landlord to Tenant; provided, however, that Landlord shall not be required to provide such notice more than three (3) Business Days times during any twenty-four (24) month period during the Term with respect to non-payment of Base Rent or Additional Rent payable to Landlord, the third such non-payment constituting default without requirement of notice. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161.
(b) Failure (i) on the part of Tenant to comply with the obligations under Section 4.7 which failure, unless otherwise provided in Section 4.7, continues for a period of ten (10) days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve Landlord or (12ii) month period; provided, however, any delay in on the payment part of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day either or both of the date Lessee receives SGI Parties to timely pay any amounts due and owing or otherwise perform under the indemnity provisions of the Purchase Agreements or the Ground Lease Assignments which failure continues for a period of ten (10) days after written notice thereof;from Landlord.
(c) if Lessee fails Failure of Tenant to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any other covenant, condition or requirement of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then Lease when such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and continue for a period of thirty (30) days; provided that if the nature of the default is such that more than thirty (30) days shall have elapsedare reasonably required for its cure, during which period Lessee may correct or cure such failure, upon failure of which then an Event of Default shall not be deemed to have occurred hereunder without further notice or demand of any kind being required. If if Tenant shall commence such failure cannot reasonably be cured cure within such said thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is thereafter diligently pursuing a and continuously prosecute such cure of to completion and shall complete such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty within one hundred twenty (30)‑day period, which shall in no event exceed ninety (90120) days after receiving notice of such failure from Lessorshall first occur. If Lessee shall fail Landlord’s notice to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default Tenant pursuant to this subsection shall be deemed to have occurred hereunder without further be the notice required under California Code of Civil Procedure Section 1161.
(d) The abandonment of the entire Premises by Tenant.
(e) Tenant shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy, insolvency, reorganization, dissolution or demand liquidation under any law or statute of any kind being required;government or any subdivision thereof either now or hereafter in effect, make an assignment for the benefit of its creditors, consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises.
(f) A court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver of Tenant or of the whole or any substantial part of the Premises and such order, judgment or decree shall not be vacated, set aside or stayed within thirty (30) days after the date of entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside.
(g) if A court of competent jurisdiction shall enter an order, judgment or decree approving a finalpetition filed against Tenant under any bankruptcy, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effectinsolvency, reorganization, dissolution or liquidation law or statute of the federal or state government or any subdivision of either now or hereafter in effect, and is such order, judgment or decree shall not discharged be vacated, set aside or provision made for such discharge stayed within ninety thirty (9030) days from the date of entry thereof;of such order, judgment or decree, or a stay thereof shall be thereafter set aside.
(h) if Lessee The occurrence of (i) the acceleration of the obligations of Tenant under any Indebtedness or other obligations under which it is liable for more than $20,000,000 or (ii) the maturity of $20,000,000 or more of Indebtedness of Tenant by its terms which has not been paid or (iii) the entry of any judgment against Tenant for $20,000,000 or more which has not been vacated or appealed and stayed; provided that for the purposes of clauses (i) and (ii), the term indebtedness shall be liquidated not include indebtedness for the deferred purchase price of property or dissolved or shall begin proceedings towards its liquidation or dissolution;services.
(i) if the estate or interest The occurrence of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leaseeither of the Other Leases.
Appears in 1 contract
Sources: Lease (Silicon Graphics Inc)
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than within three (3) Business Days after written notice from Lessorof failure to pay the same; provided, however, that Lessor shall only be required obligated to provide such written notice and the three (3) Business Day cure period shall only be available twice in any twelve (12) month period; provided, howeverfurther, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the PropertiesProperty;
(d) subject to Lessee’s rights pursuant to Section 8.01(b), if Lessee vacates or abandons any PropertyProperty for thirty (30) consecutive days;
(e) if there is an Insolvency Event affecting LesseeLessee or the Guarantor;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lease after Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day 30)‑day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee or Guarantor shall be liquidated or dissolved or if Lessee or Guarantor shall begin proceedings towards its respective liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties Property shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee or Guarantor under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following events shall be an event of default by Lessee under this Lease (each, constitute an “Event of Default”)::
(a) failure to pay interest due on the Notes in accordance with Section 4.5(a) when the same becomes due and payable on each Payment Date, and such failure continues for a period of five (5) Business Days or more after the related Payment Date;
(b) failure to pay the Class A Note Balance, if any, on or before the Maturity Date;
(c) the occurrence of an Event of Bankruptcy with respect to the Issuer, the Originator or the Servicer:
(d) failure on the part of the Originator, the Depositor or the Issuer to observe or perform any covenants or agreements in the Sale and Servicing Agreement or this Indenture, which failure has a material adverse effect on the Noteholders and which continues unremedied for a period of forty-five (45) days after the Issuer has knowledge of such breach or has received written notice thereof; provided, that, there is no forty-five (45) day cure period if the Originator does not accept reassignment of Eligible Receivables as required by the Sale and Servicing Agreement, and further provided that only a five (5) day cure period shall apply in the case of a failure by the Originator, the Depositor or the Issuer to comply with their respective covenants not to grant a security interest in or otherwise intentionally create a lien on the Collateral;
(e) any representation or warranty of Lessee set forth made by the Originator, the Servicer, or the Issuer in this Lease is false Indenture or the Sale and Servicing Agreement or any information required to be given by the Servicer or the Issuer to the Indenture Trustee to identify the Pool Receivables was incorrect in any material respect when made, made and continues to be incorrect in any material respect for a period of forty five (45) days after the Issuer has knowledge of such breach or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after has received written notice from Lessorthereof and as a result of which the Noteholders’ interests are materially and adversely affected; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute that an Event of Default hereunder so long as shall not be deemed to occur under this Indenture if the same is corrected within one (1) Business Day of Servicer has repurchased the date Lessee receives notice thereof;
(c) if Lessee fails Receivable pursuant to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting LesseeSale and Servicing Agreement;
(f) if Lessee fails to observe or perform any the Issuer becomes an “investment company” within the meaning of the other covenants, conditions or obligations Investment Company Act of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period1940, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requiredamended;
(g) if the Indenture Trustee fails to have a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effectfirst priority perfected security interest in the Collateral, and is not discharged or provision made unless the Lien of a third party has been perfected against any portion of the Collateral, which remains uncured for such discharge within ninety a period of five (905) days from the date of entry thereof;or more.
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolutionthe transfers of the Pool Receivables and Related Security from the Originator to the Depositor pursuant to the Purchase Agreement and from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement fail to constitute true sales, as determined by a final non-appealable judgment of a court of appropriate jurisdiction;
(i) if CCG fails to own a 100% equity interest in the estate Depositor or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madeIssuer; orand
(j) if there any Transaction Document is an “Event of Default” or other breach or default declared unenforceable in any material respect, as determined by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject a final non-appealable judgment of a Securitization and any Other Agreement has not been the subject court of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leaseappropriate jurisdiction.
Appears in 1 contract
Sources: Indenture (Commercial Credit, Inc.)
Event of Default. Each (a) From and after the date hereof, the occurrence of each of the following events shall be an event of default by Lessee under this Lease (each, an “Event of Default”):” hereunder:
(ai) if Occupant shall fail to make any representation payment of any Service Fee or warranty any part thereof (including Occupant's Proportionate Share of Lessee set forth Taxes, Other Charges and other services as provided in this Lease is false in any material respect Section 3(a)(i), (ii) and (iii)), when madethe same shall become due and payable, or if Lessee renders any materially false statement or account when madeand such failure shall continue unremedied for a period of 10 Business Days after notice from Provider to Occupant to cure such Default;
(bii) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor Occupant shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails fail to observe or perform any one or more of the other covenantsterms, conditions conditions, covenants or obligations agreements of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, Service Agreement and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and continue for a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure after notice thereof by Provider to Occupant specifying such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If (unless such failure cannot be cured by payment of money and requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be cured performed, done or removed, as the case may be, within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in case no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to exist under this Section as long as Occupant shall have occurred hereunder without further notice or demand of any kind being requiredcommenced curing the same within such thirty (30) day period and Occupant shall prosecute the same to completion with reasonable diligence;
(gb) if a finalIf any Event of Default shall occur, nonappealable judgment is rendered then to the extent permitted by a court against Lessee which has a Material Adverse Effectlaw, this Service Agreement and is not discharged or provision made for such discharge within ninety (90) days from the Occupancy Period and all rights of Occupant under this Service Agreement shall expire and terminate on the date on which such Event of entry thereof;
(h) Default occurs, as if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if such date were the estate or interest of Lessee in any date herein definitely fixed for the expiration of the Properties Occupancy Period. If any Event of Default shall be levied upon or attached in occur and Provider, at any proceeding and time thereafter during the continuance of such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee , at its option, gives written notice to Occupant stating that this Service Agreement and the Occupancy Period shall expire and terminate on the date specified in such notice, which date shall be not less than 10 days after the giving of such notice, then this Service Agreement and the Occupancy Period and all rights of Occupant under any this Service Agreement shall expire and terminate on the date specified in such notice as if such date were the date herein definitely fixed for the expiration of the other Transaction Documents or any Other Agreement Occupancy Period. Upon such termination pursuant to this Section, after Occupant immediately shall quit and surrender the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this LeaseSpace.
Appears in 1 contract
Event of Default. Each Any material breach by Borrower of any covenant, agreement, provision or warranty contained in this Agreement or in any of the following shall be OCII Documents that remains uncured upon the expiration of any applicable notice and cure periods contained in any OCII Document, including without limitation, Section 21.3 hereof, will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):," including the following:
(a) Borrower fails to make any payment required under this Agreement within fifteen (15) days after the date when due; or
(b) On or after the Loan Closing Date, any lien is recorded against all or any part of the Site or the Project without OCII's prior written consent, whether prior or subordinate to the lien of the Deed of Trust or Declaration of Restrictions, and the lien is not removed from title, bonded over, or otherwise remedied to the OCII's satisfaction within thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by the OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(c) Borrower fails to perform or observe any other term, covenant or agreement contained in any OCII Document, and the failure continues for thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or
(d) Any representation or warranty of Lessee set forth made by Borrower in this Lease is false any OCII Document proves to have been incorrect in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;or
(e) if there All or a substantial or material portion of the improvements on the Site is an Insolvency Event affecting Lesseedamaged or destroyed by fire or other casualty, and OCII has determined upon restoration or repair that the security of the Deed of Trust has been impaired or that the repair, restoration or replacement of the improvements in accordance with the requirements of the Deed of Trust is not economically practicable or is not completed within two (2) years of the receipt of insurance proceeds; or all or a substantial or material portion of the improvements is condemned, seized or appropriated by any non-City Governmental Agency or subject to any action or other proceeding instituted by any non-City Governmental Agency for any purpose with the result that the improvements cannot be operated for their intended purpose;
(f) Borrower is dissolved or liquidated or merged with or into any other entity; or, if Lessee fails Borrower is a corporation, partnership, limited liability company or trust, Borrower ceases to observe or perform any exist in its present form (unless otherwise approved pursuant to Article 16) and (where applicable) in good standing and duly qualified under the laws of the other covenants, conditions or obligations jurisdiction of Lessee in this Leaseformation and California for any period of more than ten (10) days; provided, howeveror, if any such failure does not involve Borrower is an individual, Borrower dies or becomes incapacitated; or all or substantially all of the payment assets of any Monetary Obligation, is not willful Borrower are sold or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all otherwise transferred except as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;permitted under Section 16.1; or
(g) if a finalWithout OCII's prior written consent as required under the terms of this Agreement, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse EffectBorrower assigns or attempts to assign any rights or interest under any OCII Document, and is not discharged whether voluntarily or provision made for such discharge within ninety (90) days from the date of entry thereof;involuntarily, except as permitted under Section 16.1; or
(h) if Lessee shall be liquidated Without OCII's prior written consent, Borrower voluntarily or dissolved involuntarily assigns or shall begin proceedings towards its liquidation attempts to sell, lease, assign, encumber or dissolution;otherwise transfer all or any portion of the ownership interests in Borrower except as permitted under Article 16; or
(i) if Without OCII’s prior written consent, Borrower transfers, or authorizes the estate or interest of Lessee transfer of, funds in any of the Properties shall be levied upon Account required or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is madeauthorized under this Agreement; or
(j) if there Either the Deed of Trust or the Declaration of Restrictions ceases to constitute a valid and indefeasible perfected lien on the Site and improvements, subject only to Permitted Exceptions; or
(k) Borrower is subject to an “Event order for relief by the bankruptcy court, or is unable or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of Default” creditors; or other breach Borrower applies for or default by Lessee under consents to the appointment of any of the other Transaction Documents receiver, trustee or similar official for Borrower or for all or any Other Agreement part of its property (or an appointment is made without its consent and the appointment continues undischarged and unstayed for sixty (60) days); or Borrower institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to Borrower or to all or any part of its property under the laws of any jurisdiction (or a proceeding is instituted without its consent and continues undismissed and unstayed for more than sixty (60) days); or any judgment, writ, warrant of attachment or execution or similar process is issued or levied against the Site, the improvements or any other property of Borrower and is not released, vacated or fully bonded within sixty (60) days after the passage of all applicable notice and cure its issue or grace periodslevy; provided, however, or
(l) Any material adverse change occurs in the event financial condition or operations of Borrower, that this Lease has been a material adverse impact on the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to Project such Securitization, an “Event of Default” under such Other Agreement shall not constitute that absent intervention an Event of Default (other than under this LeaseSection 19.1(l)) is likely to occur and Borrower has not, within 90 days of the material adverse change, remedied the situation or presented to OCII a plan that in OCII’s reasonable judgment is likely to remedy the situation; or
(m) Borrower fails to make any payments or disbursements required to bring the Loan in balance after OCII determines that the Loan is out of balance, provided Borrower shall have received written notice of such determination and at least fourteen (14) days thereafter to make such payment; or
(n) On or after the Loan Closing Date and before a certificate of occupancy is issued for the Project, Borrower ceases rehabilitation or construction of the Project for a period of fifteen (15) consecutive working days, and the cessation is not excused under Section 19.3; or
(o) Borrower is in default of its obligations with respect to any funding obligation (other than the Loan) for the Project, and the default remains uncured following the expiration of any applicable cure periods; or
(p) Borrower is in default of its obligations under any other agreement entered into with OCII or the City and County of San Francisco, and the default remains uncured following the expiration of any applicable cure periods.
Appears in 1 contract
Sources: Loan Agreement
Event of Default. Each The occurrence of any one or more of the following shall be events will constitute an event of default by Lessee under this Lease (each, an “Event of Default”):) by Sublessee under this Sublease:
(ai) if the failure of Sublessee to pay any representation installment of Sublease Rent, Additional Rent or warranty other charge or money obligation due under this Sublease when due and such default continues for five (5) business days after written notice from Sublessor of Lessee set forth such failure, provided that such notice and cure period shall not apply after the first (1st) two (2) occasions during any consecutive twelve-(12)-month period in this Lease which a default notice for such a failure is false in any material respect when made, or if Lessee renders any materially false statement or account when madegiven to Sublessee;
(bii) if the failure of Sublessee to perform, comply with or observe any Rental agreement, covenant or obligation of Sublessee under this Sublease other than the payment of Rent or other Monetary Obligation due under this Lease is not paid when due if monetary amounts, and such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of the lesser of (I) the stated time period to comply in the Lease or (II) thirty (30) days shall have elapsedafter written notice thereof to Sublessee, during which provided, however, that such period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand reasonably extended in the case of any kind being required. If such failure non-monetary default that cannot reasonably be cured within such thirty period (30) day period, as determined by Lessor but in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee any event shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event not exceed ninety (90) days after receiving in the aggregate) only if the matter complained of can be cured, Tenant begins promptly and thereafter diligently completes the cure, and ▇▇▇▇▇▇ gives Landlord notice of such failure from Lessor. If Lessee shall fail intent to correct or cure within ten (10) days after notice of such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being requireddefault);
(giii) if a final, nonappealable judgment is rendered the making by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made Sublessee of any assignment for such discharge within ninety (90) days from the date benefit of entry thereof▇▇▇▇▇▇▇▇▇’s creditors;
(hiv) if Lessee shall be liquidated the institution in a court of competent jurisdiction of bankruptcy proceedings against Sublessee or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of Sublessee’s shareholders, or for the Properties shall be levied upon appointment of a receiver of the property of Sublessee, provided that such proceedings are not dismissed, and any receiver, trustee, or attached in any proceeding and such estate or interest liquidator appointed therein is about to be sold or transferred or such process shall not be vacated or discharged discharged, within ninety thirty (9030) days after it is madethe institution of said proceedings; or
(jv) if there is an “Event the occurrence of Default” any default or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default as defined under this Leasethe Primary Lease with respect to the Sublessee or the Premises.
Appears in 1 contract
Event of Default. Each 18.1 The occurrence of any of the following shall be an event of constitute a default by Lessee Tenant under this Lease (each, an “Event of Default”):Lease:
(a) if If Tenant shall fail to pay any representation payment of Base Rent when due.
(b) If Tenant shall fail to pay any payment of Additional Rent when due, or warranty of Lessee shall fail to make when due any other payment required by this Lease.
(c) If Tenant shall violate or fail to perform any term, condition, covenant or agreement to be performed or observed by Tenant under this Lease other than as otherwise set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;Section 18.1.
(d) if Lessee vacates or abandons any Property;An Event of Bankruptcy occurs as specified in Article XIX hereof with respect to Tenant.
(e) if there is A dissolution of Tenant or liquidation of substantially all of Tenant's assets occurs. The occurrence of any default described in Section 18.1(d) or Section 18.1(e) shall be an Insolvency "Event affecting Lessee;
of Default." The occurrence of any default described in Section 18.1(a) or Section 18.1(b) shall be an "Event of Default" following the passage of ten (f10) if Lessee fails to observe or perform any days following Tenant's receipt of written notice from Landlord of the occurrence of said default, provided such default is not cured during such cure period. The occurrence of any other covenants, conditions or obligations of Lessee default described in this Lease; provided, however, if any such failure does Section 18.1 not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor specifically set forth in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure this paragraph shall not constitute be an "Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period Default" following the passage of thirty (30) days shall have elapsedfollowing Tenant's receipt of written notice from Landlord of the occurrence of said default, provided such default is not cured during which such cure period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand (provided that in the case of any kind being required. If such failure default described in Section 18.1 not specifically set forth in this paragraph that cannot reasonably be cured by the payment of money and cannot with diligence be cured within such thirty (30) day period, if Tenant shall proceed promptly to cure the same and thereafter shall prosecute the curing of such default with diligence and continuity, then the time within which such default may be cured shall be extended for up to an additional sixty (60) days (for a total of ninety (90) days)).
18.2 If any Event of Default shall occur hereunder, Landlord shall have the right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may re-enter, terminate Tenant's right of possession as determined to all or any part of the Leased Premises and take possession of the Leased Premises and the provisions of this Article XVIII shall operate as a notice to quit, any other notice to quit or of Landlord's intention to re- enter the Leased Premises being hereby expressly waived. If necessary, Landlord may proceed to recover possession of the Leased Premises under and by Lessor virtue of the Laws of the jurisdiction in which the Leased Premises are located, or by such other proceedings, including re-entry and possession, as may be applicable. If Landlord does not elect to terminate this Lease, Landlord also shall have the right, at its sole option, at any time following the occurrence and during the continuation of an Event of Default hereunder to terminate all renewal options granted to Tenant pursuant to this Lease. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, everything contained in this Lease on the part of Landlord to be done and performed shall cease without prejudice, subject, however, to the right of Landlord to recover from Tenant all Rent and other sums accrued up to the time of termination or recovery of possession by Landlord, whichever is later. Upon the occurrence and during the continuation of an Event of Default hereunder, then whether or not this Lease and/or Tenant's right of possession is terminated by reason of such Event of Default, Landlord may relet the Leased Premises or any part thereof, alone or together with other premises, for such term(s) (that may be greater or less than the period that otherwise would have constituted the balance of the Lease Term) and on such terms and conditions (that may include concessions or free rent and alterations of the Leased Premises) as Landlord, in its reasonable sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet the Leased Premises or any failure by Landlord to collect any rent due upon such reletting. Upon the occurrence and Lessee during the continuation of an Event of Default, then whether or not this Lease is diligently pursuing terminated by reason of such Event of Default, Tenant nevertheless shall remain liable for any Base Rent, Additional Rent or damages that may be due or sustained prior to such Event of Default, all reasonable costs, fees and expenses including, but not limited to, reasonable attorneys' fees, reasonable brokerage fees, expenses incurred in placing the Leased Premises in good rentable condition, and reasonable costs and expenses incurred by Landlord in pursuit of its remedies hereunder and in renting the Leased Premises to others from time to time. In addition, Tenant also shall be liable for an amount equal to Base Rent and Additional Rent that would have become due during the remainder of the Lease Term, less the amount of rental, if any, that Landlord receives during such period from others to whom the Leased Premises may be rented (other than any additional rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), which shall be computed and payable in monthly installments, in advance, on the first day of each calendar month, following Tenant's Event of Default and continuing until the date on which the Lease Term would have expired but for Tenant's Event of Default. Separate suits or actions may be brought to collect any such damages for any month(s), and such separate suits or action shall not in any manner prejudice the right of Landlord to collect any damages for any subsequent month(s) by similar proceedings, or Landlord may defer any suits or actions until after the expiration of the Lease Term, in which event Tenant hereby agrees that such suit or actions shall be deemed not to have accrued until the expiration of the Lease Term. The provisions contained in this Section 18.2 shall be in addition to, and shall not prevent the enforcement of, any claim Landlord may have against Tenant for anticipatory breach of this Lease.
18.3 All rights and remedies of Landlord set forth in this Lease are in addition to all other rights and remedies available to Landlord at law or in equity. All rights and remedies available to Landlord pursuant to this Lease or at law or in equity are expressly declared to be cumulative. The exercise by Landlord of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy. No delay or failure by Landlord to exercise or enforce any of Landlord's rights or remedies or Tenant's obligations shall constitute a waiver of any such rights, remedies or obligations. Landlord shall not be deemed to have waived any Event of Default by Tenant unless such waiver expressly is set forth in a written instrument signed by Landlord. If Landlord waives in writing any Event of Default by Tenant, such waiver shall not be construed as a waiver of any covenant, condition or agreement set forth in this Lease except as to the specific circumstances described in such written waiver.
18.4 If Landlord shall institute proceedings against Tenant and a compromise or settlement thereof shall be made, then the same shall not constitute a waiver of any subsequent Event of Default of a similar nature or of any covenant, condition or agreement set forth herein, nor of any of Landlord's rights hereunder. Neither the payment by Tenant of a lesser amount than the monthly installment of Base Rent, Additional Rent or of any sums due hereunder nor any endorsement or statement on any check or letter accompanying a check for payment of Rent or other sums payable hereunder shall be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or other sums or to pursue any other remedy available to Landlord. No re-entry by Landlord, and no acceptance by Landlord of keys from Tenant, shall be considered an acceptance of a surrender of this Lease.
18.5 If Tenant defaults in the making of any payment to any third party, then Landlord may, but shall not be required to, make such payment upon not less than thirty (30) days prior written notice or without such notice for matters of an emergency nature. Upon the occurrence of an Event of Default, then Landlord may, but shall not be required to, remedy such Event of Default. The taking of such action by Landlord shall not be considered as a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice by Tenant or demand of prevent Landlord from pursuing any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after remedy it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, otherwise entitled to in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.connection with such
Appears in 1 contract
Event of Default. a. Each of the following events and occurrences shall be constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):") under this Agreement:
(a1) if CTC fails to pay when due any representation or warranty of Lessee set forth in amount (including interest) payable under this Lease Agreement and such failure is false in any material respect when made, or if Lessee renders any materially false statement or account when madenot cured within 5 business days thereafter;
(b2) if CTC fails to comply with any Rental other terms or other Monetary Obligation due under this Lease conditions contained herein and such failure is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected remedied within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days thereafter;
(3) CTC is in default of the terms of any indebtedness of CTC to any other lender or financier and such indebtedness is accelerated and becomes payable by reason of such default;
(4) the commencement of proceedings in bankruptcy, or for reorganization of CTC under the Federal Bankruptcy Code, as amended, or any other laws, whether state or federal, for the benefit of the debtor, which are not revoked within sixty (60) days of their commencement;
(5) the appointment of a receiver, trustee or custodian for CTC or for the substantial part of the assets of CTC, or the institution of proceedings for dissolution or the full or partial liquidation of CTC, and such receiver, trustee or custodian shall have elapsed, during which period Lessee may correct or cure such failure, upon failure not be discharged within sixty (60) days of which their appointment;
(6) the discontinuance of the business of CTC; or
(7) the dissolution of CTC.
b. If an Event of Default shall occur and be deemed continuing, MIC may, by written notice to have occurred hereunder CTC, (1) declare all outstanding amounts, together with accrued interest and any other sums payable hereunder, to be immediately due and payable, and the same shall thereupon become due and payable without further presentment, demand, protest or notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretionkind, and Lessee is diligently pursuing a cure CTC shall pay to MIC the entire amount then outstanding and interest accrued thereon, and (2) declare the credit line granted by MIC hereunder canceled, such cancellation becoming effective upon the giving of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasenotice.
Appears in 1 contract
Sources: Trade Financing Agreement (Centillium Communications Inc)
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):
(ai) if any portion of the Debt is not paid on or before the date the same is due and payable; provided, however, that Borrower shall not be in default so long as there is there is sufficient money in the Accounts for payments of all amounts then due and payable (including any deposits into Reserve Accounts) and Lender is not prohibited from withdrawing or applying any funds in the Accounts by Applicable Law or otherwise;
(ii) if any of the Taxes or Other Charges are not paid on or before the date when the same are due and payable; provided, however, that Borrower shall not be in default so long as there is there is sufficient money in the Accounts for payments of all amounts then due and payable (including any deposits into Reserve Accounts) and Lender is not prohibited from withdrawing or applying any funds in the Accounts by Applicable Law or otherwise;
(iii) if the Policies are not kept in full force and effect or if certified copies of the Policies are not delivered to Lender on request; provided, however, that Borrower shall not be in default so long as there is there is sufficient money in the Accounts for payments of all amounts then due and payable (including any deposits into Reserve Accounts) and Lender is not prohibited from withdrawing or applying any funds in the Accounts by Applicable Law or otherwise;
(iv) if Borrower transfers or encumbers any portion of the Property in violation of the provisions of Section 5.2.10 hereof or Section 7.2 of the Security Instrument;
(v) if any representation or warranty of Lessee set forth made by Borrower, Principal, or Guarantor herein or in this Lease is any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect when made, as of the date the representation or if Lessee renders any materially false statement or account when warranty was made;
(bvi) if Borrower, Principal, Guarantor or any Rental or other Monetary Obligation due guarantor under this Lease is not paid when due if such failure continues any guaranty issued in connection with the Loan shall make an assignment for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment benefit of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofcreditors;
(cvii) if Lessee fails a receiver, liquidator or trustee shall be appointed for Borrower, Principal, Guarantor or any other guarantor under any guarantee issued in connection with the Loan or if Borrower, Principal, Guarantor or such other guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to paythe Bankruptcy Code, prior to delinquencyor any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Principal, Guarantor or such other guarantor, or if any taxesproceeding for the dissolution or liquidation of Borrower, assessments Principal, Guarantor or such other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Leaseguarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Principal, Guarantor or such other guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days;
(viii) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix) if Borrower breaches any of its respective negative covenants contained in Section 5.2 hereof in any material respect; provided, however, that any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure breach shall not constitute result in an Event of Default hereunderif such breach was inadvertent and is either (1) promptly corrected upon Borrower’s obtaining knowledge of such breach or (2) corrected to Lender’s reasonable satisfaction, unless otherwise expressly provided hereinwithin fifteen (15) days following notice from Lender of such breach;
(x) if Borrower violates or does not comply with any of the provisions of Section 5.1.17 hereof in any material respect; provided, unless however, that any such breach shall not result in an Event of Default if such breach was inadvertent and until Lessor is either (1) promptly corrected upon Borrower’s obtaining knowledge of such breach or (2) corrected to Lender’s reasonable satisfaction, within fifteen (15) days following notice from Lender of such breach;
(xi) if a default has occurred and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and if such default permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement);
(xii) if Borrower or Principal violates or does not comply with any of the provisions of Section 4.1.35 hereof in any material respect; provided, however, that any such breach shall have given Lessee not result in an Event of Default if (A) such breach was inadvertent, does not materially increase the likelihood of a substantive consolidation of the assets and liabilities of Borrower or Principal, as the case may be, with those of any other Person subject to a bankruptcy or insolvency proceeding, and is either (1) promptly corrected upon Borrower’s obtaining knowledge of such breach or (2) corrected to Lender’s reasonable satisfaction, within fifteen (15) days following notice thereof from Lender of such breach, and (B) if requested by Lender, within fifteen (15) days following such request, Borrower delivers to Lender an opinion of counsel or other confirmation reasonably acceptable to Lender to the effect that such breach shall not negate or impair the Insolvency Opinion most recently delivered to Lender;
(xiii) if the Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for local real estate taxes and assessments not then due and payable and the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days;
(xiv) if any federal tax Lien or state or local income tax Lien is filed against Borrower, Principal, any Guarantor, or the Property and same is not discharged of record within thirty (30) days after same is filed;
(A) Borrower fails to timely provide Lender, within ten (10) days after request by Lender. with the written certification and evidence referred to in Section 5.2.8 hereof, (B) Borrower is a Plan or its assets constitute Plan Assets, or (C) Borrower consummates a transaction which would cause the Security Instrument or Lender’s exercise of its rights under the Security Instrument, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lender to liability for a violation of ERISA, the Code a State statute or other similar law;
(xvi) if Borrower shall have elapsedfail to deliver to Lender, during which period Lessee may correct within ten (10) days after request by Lender, the estoppel certificates required pursuant to the terms of Section 5.1.13(a) hereof;
(xvii) if any default occurs under any guaranty or cure indemnity executed in connection herewith (including, without limitation, the Guaranty and the Environmental Indemnity) and such failuredefault continues after the expiration of applicable grace periods, upon failure of which an Event of Default if any;
(xviii) if Borrower shall be deemed in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to have occurred hereunder without further secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security Instrument;
(xix) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or demand the expiration of such grace period;
(xx) if any of the assumptions contained in the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, or in any other “non-consolidation” delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;
(xxi) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xx) above, for ten (10) days after notice to Borrower from Lender, in the case of any kind being required. If Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such failure non monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee provided further that Borrower shall have a reasonable period commenced to cure such failure beyond Default within such thirty (30)‑day period30) day period and thereafter diligently and expeditiously proceeds to cure the same, which such 30 day period shall be extended for such time as is reasonably necessary for Borrower in no the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days; or
(xxii) if there shall be a default under the Security Instrument or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or the Property, or if any other such event exceed ninety (90) days after receiving notice shall occur or condition shall exist, if the effect of such failure from Lessor. If Lessee shall fail event or condition is to correct accelerate the maturity of any portion of the Debt or cure such failure within such ninety to permit Lender to accelerate the maturity of all or any portion of the Debt;
(90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, b) Upon the occurrence of an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and or any part of the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under this Leasethe other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.
Appears in 1 contract
Event of Default. Each The occurrence of any one or more of the following shall be ---------------- events will constitute an event of default by Lessee under this Lease (each, an “"Event of Default”):" on the part of Tenant: ----------------
(a) if Failure to pay any representation installment of Annual Basic Rent, any Additional Rent or warranty of Lessee set forth in any other sum required to be paid by Tenant under this Lease is false in any material respect when madeLease, or if Lessee renders any materially false statement or account when madeand such failure shall continue for five (5) business days after written notice thereof by Landlord to Tenant;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required Failure to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenantscovenants or conditions which Tenant is required to observe and perform (except failure in the payment of Annual Basic Rent, conditions Additional Rent or obligations of Lessee any other monetary obligation contained in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, ) and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of continue for thirty (30) days shall have elapsedafter written notice thereof by Landlord to Tenant, during which period Lessee may correct or cure provided that if such failure, upon failure default is other than the payment of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure money and cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to not have occurred hereunder without further notice if Tenant, within such thirty (30) period, commences curing of such failure and diligently in good faith prosecutes the same to completion and furnishes evidence thereof to Landlord as soon as is reasonably practical thereafter.
(c) If any warranty, representation or demand statement made by Tenant to Landlord in connection with this Lease is or was intentionally and materially false or misleading when made or furnished;
(d) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant's assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of sixty (60) days after the levy thereof;
(e) The filing of any kind being requiredpetition by or against Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or to delay, reduce or modify Tenant's or any Guarantor's debts or obligations, which petition is not discharged within sixty (60) days after the date of filing;
(f) The filing of any petition or other action taken to reorganize or modify Tenant's or any Guarantor's capital structure, which petition is not discharged within sixty (60) days after the date of filing;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged If Tenant or provision made for such discharge within ninety (90) days from the date of entry thereofany Guarantor shall be declared insolvent according to law;
(h) if Lessee shall be liquidated A general assignment by Tenant or dissolved or shall begin proceedings towards its liquidation or dissolutionany Guarantor for the benefit of creditors;
(i) if the estate The appointment of a receiver or interest of Lessee in trustee for Tenant or any Guarantor or all or any of the Properties shall be levied upon or attached in any proceeding and such estate or interest their respective property, which appointment is about to be sold or transferred or such process shall not be vacated or discharged within ninety sixty (9060) days after it is madethe date of filing; or
(j) if there is an “Event of Default” or other breach or default The filing by Lessee under any of the other Transaction Documents Tenant or any Other Agreement Guarantor of a voluntary petition pursuant to the Bankruptcy Code or any successor thereto or the filing of an involuntary petition against Tenant or any Guarantor pursuant to the Bankruptcy Code or any successor legislation, which petition is not discharged within sixty (60) days after the passage date of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasefiling.
Appears in 1 contract
Sources: Office Lease (CBT Group PLC)
Event of Default. (a) Each of the following events shall be constitute an event of default by Lessee under this Lease hereunder (each, an “Event of Default”):"EVENT OF DEFAULT"): ----------------
(ai) if any payment of principal or interest under the Loan is not paid when due or if any other amount payable under the Loan, this Agreement or the other Loan Documents is not paid within (5) days after written notice to Borrower from Lender;
(ii) if any of the Taxes or Other Charges are not paid prior to the same becoming delinquent or the imposition of any penalty with respect to the payment of such Taxes or Other Charges, subject to Borrower's right to contest Taxes or Other Charges in accordance with the terms and provisions of Section 5.1(b); --------------
(iii) if the Policies are not kept in full force and effect;
(iv) except as permitted in the Mortgages, if Borrower transfers or encumbers any portion of the Properties without Lender's prior written consent;
(v) if any representation or warranty made by Borrower or any general partner of Lessee set forth Borrower herein or in this Lease is any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by Borrower to Lender shall have been false or misleading in any material respect when as of the date the representation or warranty was made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay that in the payment case of Rental as a result any such representation or warranty that is susceptible of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, howevercure, if any such failure does not involve the payment of any Monetary Obligation, is not willful representation or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure warranty shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of remain uncured for thirty (30) days shall have elapsedafter written notice to Borrower from Lender or, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand in the case of any kind being required. If such failure representation or warranty that is susceptible of cure but cannot reasonably be cured within such thirty (30) -day period, as determined by Lessor in its reasonable discretion, period and Lessee is diligently pursuing a cure of such failure, then Lessee Borrower shall have a reasonable period commenced to cure such failure beyond representation or warranty within such thirty 30-day period and thereafter diligently and expeditiously proceeds to cure the same, such 30-day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such representation or warranty, such additional period not to exceed one hundred eighty (30)‑day 180) days;
(vi) if Borrower shall make an assignment for the benefit of creditors;
(vii) if a receiver, liquidator or trustee shall be appointed for Borrower or any general partner of Borrower or if Borrower or any general partner of Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or any general partner of Borrower, or if any proceeding for the dissolution or liquidation of Borrower or any general partner of Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any general partner of Borrower, upon the same not being discharged, stayed or dismissed within one hundred twenty (120) days;
(viii) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix) if Borrower breaches any of its respective negative covenants contained in Section 6.1(c), (e), (h) or (k) or any other negative covenant ------------------------------- contained in Section 6.1 that is not susceptible of cure or any covenant ----------- contained in Section 4.1(ee) hereof; ---------------
(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, which if Borrower shall be in no event exceed ninety (90) days default under such term, covenant or condition after receiving notice the giving of such failure from Lessor. If Lessee notice or the expiration of such grace period;
(xi) if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any other "non- consolidation" opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;
(xii) if Borrower shall fail to correct comply with the terms and provisions of (a) that certain letter agreement dated the date hereof between Borrower and Lender with respect to the Initial Advance post closing-obligations or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN b) the certain letter agreement between Borrower and TX File No. 7210/02-475 period, an Event of Default shall be deemed Lender regarding post- closing obligations with respect to have occurred hereunder without further notice or demand of any kind being requiredthe Subsequent Advance;
(gxiii) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, default on the part of Borrower shall have occurred under the Ground Lease and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereofcontinued beyond any applicable notice and grace period;
(hxiv) if Lessee Borrower shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about continue to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee in Default under any of the other Transaction Documents terms, covenants or conditions of this Agreement not specified in subsections (i) to (xiii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Other Agreement Default which can be cured by the payment of a sum of money, or for thirty (30) days after written notice from Lender in the passage case of all applicable notice and cure or grace periodsany other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30-day period and provided further that Borrower shall have commenced to cure such Default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, such 30-day period shall be extended for such time as is reasonably necessary for Borrower in the event that this Lease has been the subject exercise of a Securitization and due diligence to cure such Default, such additional period not to exceed one hundred eighty days (180); or
(xv) if there shall be default under any Other Agreement has not been the subject of the same Securitization other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower or any series relating of the Properties, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to such Securitization, an “Event accelerate the maturity of Default” under such Other Agreement shall not constitute any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt.
(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi), (vii) or (viii) above) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Properties, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and all other obligations of Borrower hereunder and under this Leasethe other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.
(c) The parties hereto acknowledge that a Default or an Event of Default arising solely from a Non-Curable Property Default shall no longer exist upon the release of the Individual Property affected by such Non-Curable Property Default from the Lien of the Mortgage thereon (and related Loan Documents) pursuant to Section 2.4.2 or Section 2.7. ------------- -----------
Appears in 1 contract
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “An "Event of Default”):" shall be deemed to occur upon the occurrence of any of the following:
(a) if any representation or warranty A material breach of Lessee set forth in this Lease is false in any material respect when madea representation, or if Lessee renders any materially false statement or account when made;
(b) if any Rental agreement, covenant or other Monetary Obligation due under obligation of any of the parties to this Lease Agreement (any such breach is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessorherein referred to as a "Material Breach"); provided, however, Lessor that no Event of Default shall only be required deemed to provide have occurred unless and until a non-breaching party provides the breaching party with written notice of such Material Breach, describing in reasonable detail the nature of such Material Breach, and (i) the breaching party shall have had an opportunity to cure such Material Breach (which is capable of being cured) within sixty (60) days after such notice twice (unless such Material Breach is with respect to a monetary matter, the cure of which requires only the payment of a specified amount of money pursuant to the terms of this Agreement, in which case the breaching party shall have an opportunity to cure within five (5) business days after such notice), (ii) the breaching party does not cure such Material Breach within the applicable time period, or, if such Material Breach, other than a Material Breach relating to a monetary matter, cannot reasonably be cured within sixty days, but is curable, the breaching party does not; (x) undertake to cure such Material Breach within such sixty day period and (y) after such sixty day period, diligently and continuously use all reasonable efforts to cure, and (iii) the notifying party thereafter declares an Event of Default. In respect of clause (ii) of this Section 5.1(a), such extended cure period shall continue so long as the parties hereto reasonably agree that the actions being taken by the breaching party are reasonably expected to cure such Material Breach.
(b) If, at any time within twelve (12) month period; providedmonths following the expiration of any cure period provided in Section 5.1(a) above, however, any delay in there shall occur a Material Breach (the payment "Second Material Breach") and such Second Material Breach is of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long same nature as the same is corrected within one Material Breach (1the "First Material Breach") Business Day of by the date Lessee receives notice thereof;
(c) if Lessee fails breaching party that gave rise to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretioncure period, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand upon the delivery of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail Second Material Breach to correct or cure the breaching party by the notifying party referred to in Section 5.1(a) and upon such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, notifying party declaring an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;Default.
(gc) if If there shall occur a final"Bankruptcy," as hereinafter defined, nonappealable judgment is rendered of either Party, the non-Bankruptcy party may declare an Event of Default. For purposes of this Agreement, the term "Bankruptcy" shall mean (i) the entry of a decree or order for relief by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee competent jurisdiction in any of the Properties shall be levied upon involuntary case under any bankruptcy, insolvency or attached similar law now or hereafter in any proceeding effect and such estate decree or interest is about to be sold or transferred or such process order shall not be vacated vacated, set aside or discharged stayed within ninety (90) days after it its entry, (ii) the entry of a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar agent for any substantial part of the assets or property of such party and such decree or order shall not be vacated, set aside or stayed within ninety (90) days after its entry, (iii) the ordering of the winding up or liquidation of the affairs of a party and such order shall not be vacated, set aside or stayed within one hundred twenty (120) days after its entry, (iv) the filing of a petition in any such involuntary bankruptcy case, which petition remains undismissed for a period of ninety (90) days or which is made; or
not dismissed or suspended pursuant to Section 305 of Title 11 of the United States Code (jor any corresponding provision of any future United States Bankruptcy law), (v) if there is an “Event the commencement of Default” or other breach or default by Lessee a voluntary case under any bankruptcy, insolvency or similar law now or hereafter in effect, (vi) the consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession of any substantial part of the other Transaction Documents assets or property by a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar agent, or (vii) the making of any Other Agreement , after general assignment for the passage benefit of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Leasecreditors.
Appears in 1 contract
Event of Default. Each of the following shall be an event of default (“Event of Default”) hereunder:
(i) The failure by Lessee ECEC to cure a breach set forth in the Guaranty made by ECEC in favor of Lender thirty (30) days of such breach.
(ii) A breach by Pledgor in any material respect of the performance of the Guaranteed Obligations set forth in the ECEC Pledgor Guaranty.
(iii) The failure by any Pledgor to cure a breach of any provision set forth in this Agreement within thirty (30) days of receipt of written notice from Lender of the nature of such breach.
(iv) The commencement of any case, proceeding or other action against a Pledgor under this Lease any bankruptcy or other law for the relief of, or relating to, such Pledgor that is not dismissed within sixty (each60) days from the commencement of such case, proceeding or action shall be an “Event of Default”):,” however only with regard to such Pledgor.
(av) if any representation Any Pledgor becoming insolvent or warranty generally not paying or admitting in writing its inability to pay its debts as they become due, failing in business, being liquidated or dissolved, making a general assignment for the benefit of Lessee set forth in this Lease is false in any material respect when madecreditors, or if Lessee renders voluntarily commencing any materially false statement or account when made;
(b) if any Rental case, proceeding or other Monetary Obligation due action under this Lease is not paid when due if such failure continues any bankruptcy or other law for more than three (3) Business Days after written notice from Lessor; providedthe relief of, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, howeveror relating to, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default Pledgor shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default,” however only with regard to such Pledgor.
(vi) The attachment of any involuntary lien of any kind or other breach or default by Lessee under character to any of the other Transaction Documents or any Other Agreement , Collateral and the continuance thereof for a period of ten (10) business days after the passage earlier of all applicable Pledgor having knowledge of such failure or Lender providing written notice thereof to Pledgor, unless such lien is contested by Pledgor and cure bonded in a manner reasonably acceptable to Lender within such ten (10) business day period.
(vii) ECEC transferring ownership of that certain license granted by the Federal Energy Regulatory Commission for the construction and operation of a planned hydro-electric, pumped-storage project to be located on portions of the property located at Eagle Mountain, Riverside County, California, as such project may be modified, amended or grace periodsrevised from time to time (the “FERC License”) to any person other than a wholly-owned subsidiary of ECEC; provided, howeverthat if ECEC transfers the FERC License to a wholly-owned subsidiary, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject pledge of the same Securitization or any series relating equity interests of that wholly-owned subsidiary pursuant to such Securitization, an “Event terms substantially similar to this Agreement may be substituted for the pledge of Default” under such Other Agreement shall not constitute an Event of Default the Pledged Interests by the Pledgors under this LeaseAgreement.
Appears in 1 contract
Sources: Pledge Agreement (Cil&d, LLC)
Event of Default. Each It is expressly agreed by the Leasehold Mortgagor and the Fee Mortgagor that time is of the essence hereof and that the whole of the Secured Obligations shall become immediately due and payable without notice to the Leasehold Mortgagor or the Fee Mortgagor at the option of the Mortgagee upon the occurrence and during the continuance of any of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if hereinafter any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure occurrence shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute this Mortgage): (a) an “Event of Default Default” (as such term is defined in the Non-Recourse Guaranty) under this Leasethe Non-Recourse Guaranty; (b) a default in the due observance or performance of the terms and conditions of Section 5.9 hereof (Due on Sale or Further Encumbrance) or Section 5.14 hereof (Insurance); provided that the Mortgagee will not commence foreclosure proceedings for a violation of Section 5.14 hereof (Insurance) if such violation is cured within ten (10) days following written notice of such violation by the Mortgagee to the Leasehold Mortgagor; or (c) a default or violation, beyond any applicable grace period, of any condition, covenant, or restriction which benefits or burdens the Mortgaged Premises and such default is not cured within thirty (30) days following written notice thereof by the Mortgagee to the Leasehold Mortgagor or within such longer period of time, not exceeding an additional thirty (30) days, as may be reasonably necessary to cure such non-compliance if the Leasehold Mortgagor is diligently and with continuity of effort pursuing such cure and the failure is susceptible of cure within an additional period of thirty (30) days. If, while any insurance proceeds or condemnation awards are being held by the Mortgagee to reimburse the Leasehold Mortgagor for the cost of rebuilding or restoration of buildings or improvements on the Mortgaged Premises, the Mortgagee shall accelerate the Secured Obligations, then and in such event, the Mortgagee shall be entitled to apply all such insurance proceeds and condemnation awards then held by it in reduction of the Secured Obligations and any excess held by it over the amount of Secured Obligations then due hereunder shall be returned to the Leasehold Mortgagor or any other party entitled thereto without interest.
Appears in 1 contract
Sources: Second Fee and Leasehold Mortgage
Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):
(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made;
(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if and such failure continues for more than three five (35) Business Days days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice and cure period twice in any twelve (12) month period; and further provided, however, that in the event that Lessee pays Rental by Automated Clearing House transfer pursuant to Section 4.05 above, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse Automated Clearing House transfer process caused by Lessor’s bank or servicer shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereofhereunder;
(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties;
(d) if there is an Insolvency Event affecting Lessee or any Guarantor;
(e) if Lessee vacates or abandons any Property;
(e) if there is an Insolvency Event affecting Lessee;
(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this LeaseLease that are not addressed in the other subsections of this Section 12.01 and such failure continues for more than ten (10) days after written notice from Lessor; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day 30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day 30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;; 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and WV File No. 7210 /02-629.1
(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;
(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or
(j) if there is an “Event of Default” or other breach or default by Lessee or Guarantor under any of the other Transaction Documents or any Other Agreement Agreement, after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.
Appears in 1 contract