Representations True; No Event of Default Each of the representations and warranties of any of the Borrower and its Subsidiaries contained in this Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Credit Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan or the issuance, extension or renewal of such Letter of Credit, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing.
Notice of Default or Event of Default promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
Default of Tenant Each of the following shall be deemed a default by Tenant (“Tenant Default” or a “Default”):
(a) Failure to pay the Net Rent, Capital Costs, Common Area Rent, Additional Rent or any other sums payable by Tenant hereunder as and when due and such default shall continue for a period of ten (10) calendar days after written notice from Landlord to Tenant. Notwithstanding the foregoing, if Tenant fails twice during any Lease Year to pay any Net Rent, Capital Costs, Common Area Rent, Additional Rent or other amount when due, then any subsequent failure to pay Net Rent, Capital Costs, Common Area Rent, Additional Rent or other amount when due during such Lease Year shall constitute a Tenant Default immediately upon occurrence, irrespective of whether or not Tenant has received written notice thereof.
(b) Failure to comply with any of the insurance requirements set forth in Section 10.1 or Exhibit 10.1 and such failure shall continue for a period of ten (10) calendar days after written notice from Landlord to Tenant.
(c) Failure to perform any act to be performed by Tenant hereunder or to comply with any provision, condition or covenant contained herein and such failure continues for more than thirty (30) calendar days after written notice of such failure is delivered to Tenant, or in the event of a default which cannot with due diligence be cured within such thirty (30) day period to commence to cure said default within thirty (30) days after such notice and to prosecute the curing of such default with due diligence and to complete the curing of said default within a reasonable time thereafter. Notwithstanding the foregoing, in the event Landlord determines that a Space Tenant or MOB Occupant is in violation of the use restrictions set forth in Section 5.1, Section 5.2, Section 5.3 or Section 5.7 hereof, Landlord shall deliver written notice thereof to Tenant, and Tenant shall not be deemed to be in default under this Lease provided that Tenant, immediately and in good faith, prosecutes with due diligence the resolution of a dispute as to whether Space Tenant is in violation of the use restrictions, and Tenant prosecutes the curing of such default immediately and with due diligence and completes such curing by eliminating or preventing such continued prohibited use within sixty (60) days after Landlord’s written notice.
(d) The filing by or against Tenant of a petition under the Bankruptcy Code, as amended, or under any similar law or statute of the United States or any State thereof (unless such petition is dismissed within sixty (60) days of the filing thereof); Tenant being adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder; the making by Tenant of a general assignment for the benefit of creditors; Tenant’s taking the benefit of any insolvency action or law; the appointment of a permanent receiver or trustee in bankruptcy for Tenant or its assets; the appointment of a temporary receiver for Tenant or its assets if such temporary receivership has not been vacated or set aside within thirty (30) calendar days from the date of such appointment; the initiation of an arrangement or similar proceedings for the benefit of creditors by or against Tenant; or the dissolution or other termination of Tenant’s existence.
(e) Failure, after any applicable notice and cure period (i) to make payment when due, (ii) to perform any act to be performed by Tenant, or (iii) to comply with any provision, condition or amount contained in any Leasehold Mortgage or other instrument or agreement between Tenant and any Leasehold Mortgagee which constitutes a default under such Leasehold Mortgage or other instrument or agreement.
(f) The occurrence of any default by Tenant under any Approved Lease by and between Tenant and Landlord or an affiliate of Landlord, in each case beyond any applicable notice and cure period.
(g) Any other event expressly deemed to be a default by Tenant under this Lease.
Waiver of Event of Default The Majority Certificateholders may, on behalf of all Certificateholders, by notice in writing to the Trustee, direct the Trustee to waive any events permitting removal of any Master Servicer under this Agreement, provided, however, that the Majority Certificateholders may not waive an event that results in a failure to make any required distribution on a Certificate without the consent of the Holder of such Certificate. Upon any waiver of an Event of Default, such event shall cease to exist and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Trustee to the Rating Agency.
No Default or Event of Default No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement.
Default of Indebtedness No Borrower is in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.
Default or Event of Default No Default or Event of Default hereunder has occurred or is continuing or will occur as a result of the giving effect hereto.
Waiver of Defaults and Events of Default (a) The Noteholders of a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default, except an Event of Default (i) in the payment of principal of or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders.
(b) Upon any such waiver, such Default or Event of Default will be deemed not to have occurred for every purpose of this Indenture. No such waiver will extend to any other Default or Event of Default or impair any right relating to any other Default or Event of Default.
Notification of Defaults and Events of Default Each Lender hereby agrees that, upon learning of the existence of a Default or an Event of Default, it shall promptly notify the Administrative Agent thereof. The Administrative Agent hereby agrees that upon receipt of any notice under this §14.10 it shall promptly notify the other Lenders of the existence of such Default or Event of Default.
Waiver of Events of Default The Holders representing at least 66% of the Voting Rights affected by a default or Event of Default hereunder may waive such default or Event of Default; provided, however, that (a) a default or Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in the manner set forth in Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon except to the extent expressly so waived.
