Common use of Campus Crest Triggering Event Clause in Contracts

Campus Crest Triggering Event. Each of the following shall constitute a Campus Crest Triggering Event: (a) Any material failure by Campus Crest to perform its obligations under this Agreement that is not cured to HSRE’s reasonable satisfaction within fifteen (15) days after Notice of breach by HSRE regarding monetary default and within forty (40) days after Notice of breach by HSRE regarding non-monetary default (provided that such cure period for a non-monetary default by Campus Crest shall be extended for an additional period, not exceeding an additional ninety (90) days, so long as Campus Crest is diligently pursuing the cure of such default during such extended cure period); (b) Any material breach of a representation, warranty or covenant (i) by the Property Manager under the Property Management Agreement so long as the Property Manager is an Affiliate of Campus Crest; (ii) by the Developer under the Development Agreement, so long as the Developer is an Affiliate of Campus Crest; (iii) by Campus Crest or its Affiliates under the Non-Competition and Right of First Opportunity Agreement; (iv) by the General Contractor under the Construction Agreement so long as the General Contractor is an Affiliate of Campus Crest or (v) by Campus Crest or its Affiliates under any Related Party Agreement, in each case in the event such material breach is not cured within any applicable grace period under the applicable contractual agreement; (c) The failure by Campus Crest to obtain the Approval of HSRE prior to taking any action requiring the Approval of HSRE hereunder; provided, however, that a Campus Crest Triggering Event shall not be deemed to have occurred if Campus Crest fails to obtain the Approval of HSRE prior to taking any action requiring HSRE Approval and such action is ultimately Approved by HSRE after such action is taken; (d) RESERVED; (e) The failure by Campus Crest to fund, in full, any Required Amount under Article 3 including any grace period provided therein; (f) Any transfer or encumbrance of Campus Crest’s Membership Interest in the Company or any portion thereof or any direct or indirect interest therein not permitted herein without the Approval of HSRE; provided, however, that in the event that such transfer or encumbrance does not cause any material harm to HSRE, Campus Crest shall have the right to cure such breach to HSRE’s reasonable satisfaction within fifteen (15) days of Notice of breach by HSRE; (g) Any Material Change in Control not Approved by HSRE under Section 5.1(c); and (h) Any act of willful misconduct or fraud by Campus Crest concerning its obligations under this Agreement or any act of willful misconduct or fraud by the Developer concerning its obligations under the Development Agreement, the General Contractor concerning its obligations under the Construction Agreement or by the Property Manager concerning its obligations under the Property Management Agreement or by any Affiliate of Campus Crest under any other Related Party Agreement.

Campus Crest Triggering Event. Each of the following shall constitute a Campus Crest Triggering Event: (a) Any material failure by Campus Crest to perform its obligations under this Agreement that is not cured to HSRE’s reasonable satisfaction within fifteen (15) days after Notice of breach by HSRE regarding monetary default and within forty (40) days after Notice of breach by HSRE regarding non-monetary default (provided that such cure period for a non-monetary default by Campus Crest shall be extended for an additional period, not exceeding an additional ninety (90) days, so long as Campus Crest is diligently pursuing the cure of such default during such extended cure period); (b) Any material breach of a representation, warranty or covenant (i) by the Property Manager under the Property Management Agreement so long as the Property Manager is an Affiliate of Campus Crest; (ii) by the Developer under the Development Agreement, so long as the Developer is an Affiliate of Campus Crest; (iii) by Campus Crest or its Affiliates under the Non-Competition and Right of First Opportunity Agreement; (iv) by the General Contractor under the Construction Agreement so long as the General Contractor is an Affiliate of Campus Crest or (v) by Campus Crest or its Affiliates under any Related Party Agreement, in each case in the event such material breach is not cured within any applicable grace period under the applicable contractual agreement; (c) The failure by Campus Crest to obtain the Approval of HSRE prior to taking any action requiring the Approval of HSRE hereunder; provided, however, that a Campus Crest Triggering Event shall not be deemed to have occurred if Campus Crest fails to obtain the Approval of HSRE prior to taking any action requiring HSRE Approval and such action is ultimately Approved by HSRE after such action is taken; (d) RESERVED; (e) The failure by Campus Crest to fund, in full, any Required Amount under Article 3 including any grace period provided therein; (f) Any transfer or encumbrance of Campus Crest’s Membership Interest in the Company or any portion thereof or any direct or indirect interest therein not permitted herein without the Approval of HSRE; provided, however, that in the event that such transfer or encumbrance does not cause any material harm to HSRE, Campus Crest shall have the right to cure such breach to HSRE’s reasonable satisfaction within fifteen (15) days of Notice of breach by HSRE; (g) Any Material Change in Control not Approved by HSRE under Section 5.1(c); and (h) Any act of willful misconduct or fraud by Campus Crest concerning its obligations under this Agreement or any act of willful misconduct or fraud by the Developer concerning its obligations under the Development Agreement, the General Contractor concerning its obligations under the Construction Agreement or by the Property Manager concerning its obligations under the Property Management Agreement or by any Affiliate of Campus Crest under any other Related Party Agreement. (i) The occurrence of any event of default under any Construction Loan, Acquisition Loan or any other financing relating to the Properties caused by the occurrence of a Bankruptcy of Campus Crest or its Affiliates, the failure of Campus Crest or its Affiliates to satisfy any guaranty obligations (whether or not related to the applicable Construction Loan or Acquisition Loan) or the failure of Campus Crest or its Affiliates to comply with any Guarantor Financial Covenants (as defined below), unless such default is waived by the applicable lender or Campus Crest cures such default within the time period provided for such cure under the applicable guaranty and/or Construction Loan or Acquisition Loan documents related thereto. For purposes hereof, the term “Guarantor Financial Covenants” shall mean: (1) any financial covenants of Campus Crest or its Affiliates in its capacity as a guarantor under any Acquisition Loan or Construction Loan or financing related to the Properties and that are contained in the applicable guaranty or loan documents related thereto, including, without limitation, any covenant requiring such guarantor(s) to maintain a minimum net worth or a minimum amount of liquid assets or any covenant or other obligation prohibiting a material adverse change in the financial condition of such guarantor; (2) any covenant relating to the delivery of any financial information, compliance certificates, tax returns or other financial information relating to Campus Crest or its Affiliates required to be delivered under the applicable guaranty or loan documents related thereto, and (3) the breach by Campus Crest or its Affiliates of any other representation or warranty contained in the applicable guaranty or loan documents related to any of the foregoing. In no event shall the Company or any Subsidiary be considered an Affiliate of Campus Crest for purposes of this Section 6.1.

Campus Crest Triggering Event. Each of the following shall constitute a Campus Crest Triggering Event: (a) Any material failure by Campus Crest to perform its obligations under this Agreement that is not cured to HSRE’s reasonable satisfaction within fifteen (15) days after Notice of breach by HSRE regarding monetary default and within forty (40) days after Notice of breach by HSRE regarding non-monetary default (provided that such cure period for a non-monetary default by Campus Crest shall be extended for an additional period, not exceeding an additional ninety (90) days, so long as Campus Crest is diligently pursuing the cure of such default during such extended cure period); (b) Any material breach of a representation, warranty or covenant (i) by the Property Manager under the Property Management Agreement so long as the Property Manager is an Affiliate of Campus Crest; (ii) by the Developer under the Development Agreement, so long as the Developer is an Affiliate of Campus Crest; (iii) by Campus Crest or its Affiliates under the Non-Competition and Right of First Opportunity Agreement; (iv) by the General Contractor under the Construction Agreement so long as the General Contractor is an Affiliate of Campus Crest or (v) by Campus Crest or its Affiliates under any Related Party Agreement, in each case in the event such material breach is not cured within any applicable grace period under the applicable contractual agreement; (c) The failure by Campus Crest to obtain the Approval of HSRE prior to taking any action requiring the Approval of HSRE hereunder; provided, however, that a Campus Crest Triggering Event shall not be deemed to have occurred if Campus Crest fails to obtain the Approval of HSRE prior to taking any action requiring HSRE Approval and such action is ultimately Approved by HSRE after such action is taken; (d) RESERVED; (e) The failure by Campus Crest to fund, in full, any Required Amount under Article 3 including any grace period provided therein; (f) Any transfer or encumbrance of Campus Crest’s Membership Interest in the Company or any portion thereof or any direct or indirect interest therein not permitted herein without the Approval of HSRE; provided, however, that in the event that such transfer or encumbrance does not cause any material harm to HSRE, Campus Crest shall have the right to cure such breach to HSRE’s reasonable satisfaction within fifteen (15) days of Notice of breach by HSRE; (g) Any Material Change in Control not Approved by HSRE under Section 5.1(c); and (h) Any act of willful misconduct or fraud by Campus Crest concerning its obligations under this Agreement or any act of willful misconduct or fraud by the Developer concerning its obligations under the Development Agreement, the General Contractor concerning its obligations under the Construction Agreement or by the Property Manager concerning its obligations under the Property Management Agreement or by any Affiliate of Campus Crest under any other Related Party Agreement. (i) The occurrence of any event of default under any Construction Loan, Acquisition Loan or any other financing relating to the Properties caused by the occurrence of a Bankruptcy of Campus Crest or its Affiliates or the failure of Campus Crest or its Affiliates to comply with any Guarantor Financial Covenants (as defined below), unless such default is waived by the applicable lender or Campus Crest cures such default within the time period provided for such cure under the applicable guaranty and/or Construction Loan or Acquisition Loan documents related thereto. For purposes hereof, the term “Guarantor Financial Covenants” shall mean: (1) any financial covenants of Campus Crest or its Affiliates in its capacity as a guarantor under any Acquisition Loan or Construction Loan or financing related to the Properties and that are contained in the applicable guaranty or loan documents related thereto, including, without limitation, any covenant requiring such guarantor(s) to maintain a minimum net worth or a minimum amount of liquid assets or any covenant or other obligation prohibiting a material adverse change in the financial condition of such guarantor; (2) any covenant relating to the delivery of any financial information, compliance certificates, tax returns or other financial information relating to Campus Crest or its Affiliates required to be delivered under the applicable guaranty or loan documents related thereto, and (3) the breach by Campus Crest or its Affiliates of any other representation or warranty contained in the applicable guaranty or loan documents related to any of the foregoing. In no event shall the Company or any Subsidiary be considered an Affiliate of Campus Crest for purposes of this Section 6.1.

Campus Crest Triggering Event. Each of the following shall constitute a Campus Crest Triggering Event: : (a) Any material failure by Campus Crest to perform its obligations under this Agreement that is not cured to HSRE’s reasonable satisfaction within fifteen (15) days after Notice of breach by HSRE regarding monetary default and within forty (40) days after Notice of breach by HSRE regarding non-monetary default (provided that such cure period for a non-monetary default by Campus Crest shall be extended for an additional period, not exceeding an additional ninety (90) days, so long as Campus Crest is diligently pursuing the cure of such default during such extended cure period); ; (b) Any material breach of a representation, warranty or covenant (i) by the Property Manager under the Property Management Agreement so long as the Property Manager is an Affiliate of Campus Crest; (ii) by the Developer under the Development Agreement, so long as the Developer is an Affiliate of Campus Crest; (iii) by Campus Crest or its Affiliates under the Non-Competition and Right of First Opportunity Agreement; (iv) by the General Contractor under the Construction Agreement so long as the General Contractor is an Affiliate of Campus Crest or (v) by Campus Crest or its Affiliates under any Related Party Agreement, in each case in the event such material breach is not cured within any applicable grace period under the applicable contractual agreement; ; (c) The failure by Campus Crest to obtain the Approval of HSRE prior to taking any action requiring the Approval of HSRE hereunder; provided, however, that a Campus Crest Triggering Event shall not be deemed to have occurred if Campus Crest fails to obtain the Approval of HSRE prior to taking any action requiring HSRE Approval and such action is ultimately Approved by HSRE after such action is taken; ; (d) RESERVED; (e) The failure by Campus Crest to fund, in full, any Required Amount under Article 3 including any grace period provided therein; (f) Any transfer or encumbrance of Campus Crest’s Membership Interest in the Company or any portion thereof or any direct or indirect interest therein not permitted herein without the Approval of HSRE; provided, however, that in the event that such transfer or encumbrance does not cause any material harm to HSRE, Campus Crest shall have the right to cure such breach to HSRE’s reasonable satisfaction within fifteen (15) days of Notice of breach by HSRE; (g) Any Material Change in Control not Approved by HSRE under Section 5.1(c); and (h) Any act of willful misconduct or fraud by Campus Crest concerning its obligations under this Agreement or any act of willful misconduct or fraud by the Developer concerning its obligations under the Development Agreement, the General Contractor concerning its obligations under the Construction Agreement or by the Property Manager concerning its obligations under the Property Management Agreement or by any Affiliate of Campus Crest under any other Related Party Agreement.