Common use of Events of Default Generally Clause in Contracts

Events of Default Generally. An Event of Default shall exist if any of the following events (“Events of Default”) shall occur: (a) the Borrowers shall fail to pay any principal of the Loans when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure (other than the payment due on the Revolving Loan Maturity Date with respect to Revolving Loans or the applicable Maturity Date of any Term Loans, for which there shall be no grace period) shall continue unremedied for a period of over three (3) Business Days; (b) the Borrowers shall fail to pay any interest on the Loans or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of over three (3) Business Days (such three Business Day period commencing after written notice from the Administrative Agent as to any such failure); (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; (d) the Borrowers shall fail to observe or perform any covenant, condition or agreement contained in Article V or VI other than Sections 5.04, 5.05, 5.06, 5.07(a), 5.08, 5.11 and 5.20; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of over 30 days after notice thereof from the Administrative Agent to the Parent Borrower (which notice will be given at the request of any Lender) and if such default is not curable within thirty (30) days and the Credit Party is diligently pursuing cure of same, the cure period may be extended for thirty (30) days (for a total of 60 days after the original notice from the Administrative Agent) upon written request from the Borrower to the Administrative Agent; (f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (g) any Credit Party or any Subsidiary of a Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (h) any Credit Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (i) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against any Credit Party, any Subsidiary of a Borrower or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of such Person to enforce any such judgment; (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in liability of any Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (k) the Guaranty of the Loan by the Guarantor shall for any reason terminate or cease to be in full force and effect; (l) any Credit Party shall default under any agreement and such default would reasonably be expected to result in a Material Adverse Effect; (m) any Credit Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document; (n) any provision of any Loan Document with respect to the Collateral shall for any reason cease to be valid and binding on, enforceable against, any Credit Party resulting in a Material Adverse Effect, or any lien created under any Loan Document ceases to be a valid and perfected first priority lien in any of the Collateral purported to be covered thereby; (o) a Change in Control shall occur; or (i) Any Borrower or Guarantor defaults under any Recourse Indebtedness in an aggregate amount equal to or greater than $25,000,000 at any time, or (ii) any Subsidiaries of Parent or a Borrower defaults under any non-recourse Indebtedness in an aggregate amount equal to or greater than $75,000,000 at any time (such $75,000,000 calculated based on the Equity Percentage of Indebtedness for the Borrowers’ non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates).

Events of Default Generally. An Event of Default shall exist if any of the following events (“Events of Default”) shall occur: (a) the Borrowers shall fail to pay any principal of the Loans when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure (other than the payment due on the Revolving Loan Maturity Date with respect to Revolving Loans or the applicable Maturity Date of any Term LoansRevolving, for which there shall be no grace period) shall continue unremedied for a period of over three (3) Business Days; (b) the Borrowers shall fail to pay any interest on the Loans or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of over three (3) Business Days (such three Business Day period commencing after written notice from the Administrative Agent as to any such failure); (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; (d) the Borrowers shall fail to observe or perform any covenant, condition or agreement contained in Article V or VI other than Sections 5.04, 5.05, 5.06, 5.07(a), 5.08, 5.11 and 5.20; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of over 30 days after notice thereof from the Administrative Agent to the Parent Borrower (which notice will be given at the request of any Lender) and if such default is not curable within thirty (30) days and the Credit Party is diligently pursuing cure of same, the cure period may be extended for thirty (30) days (for a total of 60 days after the original notice from the Administrative Agent) upon written request from the Borrower to the Administrative Agent; (f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (g) any Credit Party or any Subsidiary of a Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (h) any Credit Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (i) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against any Credit Party, any Subsidiary of a Borrower or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of such Person to enforce any such judgment; (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in liability of any Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (k) the Guaranty of the Loan by the Guarantor shall for any reason terminate or cease to be in full force and effect; (l) any Credit Party shall default under any agreement and such default would reasonably be expected to result in a Material Adverse Effect; (m) any Credit Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document; (n) any provision of any Loan Document with respect to the Collateral shall for any reason cease to be valid and binding on, enforceable against, any Credit Party resulting in a Material Adverse Effect, or any lien created under any Loan Document ceases to be a valid and perfected first priority lien in any of the Collateral purported to be covered thereby; (o) a Change in Control shall occur; or (i) Any Borrower or Guarantor defaults under any Recourse Indebtedness in an aggregate amount equal to or greater than $25,000,000 at any time, or (ii) any Subsidiaries of Parent or a Borrower defaults under any non-recourse Indebtedness in an aggregate amount equal to or greater than $75,000,000 at any time (such $75,000,000 calculated based on the Equity Percentage of Indebtedness for the Borrowers’ non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates).

Events of Default Generally. An Event of Default shall exist if any Each of the following events (shall be an “Events Event of Default”) shall occur” hereunder: (a) the Borrowers if Tenant shall fail to pay any principal item of the Loans Rental, or any part thereof, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, payable and such failure (other than the payment due on the Revolving Loan Maturity Date with respect to Revolving Loans or the applicable Maturity Date of any Term Loans, for which there shall be no grace period) shall continue unremedied for a period of over three ten (310) Business Daysdays after notice from Landlord to Tenant; (b) if (i) Commencement of Construction shall not have occurred on or before the Borrowers shall fail Construction Commencement Date (subject to pay any interest on the Loans or any fee or any other amount (other than an amount referred to in clause (aUnavoidable Delays) of this Article) payable under any Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of over three thirty (330) Business Days (such three Business Day period commencing days after written notice from Landlord to Tenant (subject to Unavoidable Delays) or (ii) Substantial Completion of the Administrative Agent as Building shall not have occurred on or before the Scheduled Completion Date and such failure shall continue for one hundred-twenty (120) days after notice from Landlord to any such failureTenant (subject to Unavoidable Delays); (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; (d) the Borrowers if Tenant shall fail to observe or perform any covenantone or more of the other terms, condition conditions, covenants or agreement agreements contained in this Lease, including, without limitation, any of Tenant’s obligations under the provisions of Article V or VI other than Sections 5.04, 5.05, 5.06, 5.07(a), 5.08, 5.11 and 5.20; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document 11 of this Lease (other than those specified the obligations referred to in clause (athe preceding Section 24.01(b), (b) or (d) of this Article), and such failure shall continue unremedied for a period of over 30 days after notice thereof from the Administrative Agent to the Parent Borrower (which notice will be given at the request of any Lender) and if such default is not curable within thirty (30) days and after notice thereof by Landlord to Tenant specifying such failure (unless such failure requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature or because of Unavoidable Delays reasonably be performed, done or removed, as the Credit Party is diligently pursuing cure of samecase may be, the cure period may be extended for within such thirty (30) days day period, in which case no Event of Default shall be deemed to exist as long as Tenant shall have commenced curing the same within such thirty (for a total of 60 days after 30) day period and shall, subject to Unavoidable Delays, diligently, continuously and in good faith prosecute the original notice from the Administrative Agent) upon written request from the Borrower same to the Administrative Agentcompletion); (fd) an involuntary proceeding to the extent permitted by law, if Tenant shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, andadmit, in any writing, that it is unable to pay its debts as such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be enteredbecome due; (ge) any Credit Party or any Subsidiary of a Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution ofextent permitted by law, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) if Tenant shall make a general assignment for the benefit of creditors creditors; (f) to the extent permitted by law, if Tenant shall file a voluntary petition under Title 11 of the United States Code, or if such petition is filed against it and an order for relief is entered, or if Tenant shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Tenant, or of all or any substantial part of its properties or of the Premises or any interest therein of Tenant, or if Tenant shall take any corporate action in furtherance of any action described in Section 24.01(d), (e) or (vif) take hereof; (g) to the extent permitted by law, (i) if within ninety (90) days after the commencement of any action for proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the purpose present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed or (ii) if, within ninety (90) days after the appointment, without the consent or acquiescence of effecting Tenant, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the foregoingPremises or any interest therein of Tenant, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment shall not have been vacated; (h) any Credit Party if this Lease or the estate of Tenant hereunder shall become unablebe assigned, admit in writing its inability subleased by Tenant, transferred, mortgaged or fail generally encumbered, or there shall be a Transfer without Landlord’s approval to pay its debts as they become duethe extent required hereunder or without compliance with the provisions of this Lease applicable thereto and such transaction shall not be made to comply or voided ab initio within thirty (30) days after notice thereof from Landlord to Tenant; (i) one if a levy under execution or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 attachment shall be rendered made against the Premises (other than (A) in respect of Landlord’s Liens and (B)in connection with any Credit Partyforeclosure by a Mortgagee) and such execution or attachment shall not be vacated or removed by court order, any Subsidiary of a Borrower bonding or any combination thereof and the same shall remain undischarged for otherwise within a period of sixty (60) consecutive days during from the date on which execution Tenant shall not be effectively stayedhave received notice of same, except to the extent such lien or any action shall be legally taken by claim arises from a judgment creditor to attach or levy upon any assets of such Person to enforce any such judgmentPre-Existing Environmental Condition; (j) an ERISA Event if Tenant is a corporation, limited partnership, limited liability company or other entity, if Tenant shall have occurred thatat any time fail to maintain its corporate, in the opinion of the Required Lenderslimited partnership, when taken together with all limited liability company or other ERISA Events that have occurred, would reasonably be expected entity existence and such failure shall continue for thirty (30) days after notice thereof from Landlord or any governmental agency to result in liability of any Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000Tenant; (k) the Guaranty if Tenant shall fail to observe or perform one or more of the Loan terms, conditions, covenants or agreements contained in the Staging Letter, and such failure shall continue for a period of thirty (30) days after notice thereof by the Guarantor shall for any reason terminate or cease Landlord to Tenant specifying such failure (unless such failure requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature or because of Unavoidable Delays reasonably be performed, done or removed, as the case may be, within such thirty (30) day period, in full force which case no Event of Default shall be deemed to exist as long as Tenant shall have commenced curing the same within such thirty (30) day period and effectshall, subject to Unavoidable Delays, diligently, continuously and in good faith prosecute the same to completion); (l) if any Credit Party guarantor under a Guaranty of Completion delivered pursuant to Section 11.03(f), if any, shall be in default under thereunder beyond any agreement applicable grace or cure periods and such default would reasonably be expected shall continue for ten (10) days after notice to result in a Material Adverse Effect;Tenant and such guarantor from Landlord; and (m) any Credit Party if Obligor shall fail to pay a Recapture Amount due under the Project Agreement (except that this subsection (m) shall be of no force and effect if the Tenant’s leasehold interest hereunder is subject to one or shall attempt to) disavow, revoke or terminate any Loan Document to which it is more Mortgages securing not less than $500 million in financing held by a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability who is not an Affiliate of any Loan Document; (n) any provision of any Loan Document with respect to the Collateral shall for any reason cease to be valid and binding on, enforceable against, any Credit Party resulting in a Material Adverse Effect, Tenant or any lien created under any Loan Document ceases to be a valid and perfected first priority lien in any of the Collateral purported to be covered thereby; (o) a Change in Control shall occur; or (i) Any Borrower or Guarantor defaults under any Recourse Indebtedness in an aggregate amount equal to or greater than $25,000,000 at any time, or (ii) any Subsidiaries of Parent or a Borrower defaults under any non-recourse Indebtedness in an aggregate amount equal to or greater than $75,000,000 at any time (such $75,000,000 calculated based on the Equity Percentage of Indebtedness for the Borrowers’ non-Wholly-Owned Subsidiaries and Unconsolidated AffiliatesEligible Affiliate).

Events of Default Generally. An Event of Default shall exist if any of the following events (“Events of Default”) shall occur: (a) the Borrowers Borrower shall fail to pay any principal of the Loans when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure (other than the payment due on the Revolving Loan Maturity Date with respect to Revolving Loans or the applicable Maturity Date of any Term LoansDate, for which there shall be no grace period) shall continue unremedied for a period of over three (3) Business Days; (b) the Borrowers Borrower shall fail to pay any interest on the Loans or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of over three (3) Business Days (such three Business Day period commencing after written notice from the Administrative Agent as to any such failure); (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; (d) the Borrowers Borrower shall fail to observe or perform any covenant, condition or agreement contained in Article V or VI other than Sections 5.04, 5.05, 5.06, 5.07(a), 5.08, 5.11 and 5.205.11; (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of over 30 days after notice thereof from the Administrative Agent to the Parent Borrower (which notice will be given at the request of any Lender) and if such default is not curable within thirty (30) days and the Credit Party is diligently pursuing cure of same, the cure period may be extended for thirty (30) days (for a total of 60 days after the original notice from the Administrative Agent) upon written request from the Borrower to the Administrative Agent; (f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (g) any Credit Party or any Subsidiary of a Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (h) any Credit Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (i) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against any Credit Party, any Subsidiary of a Borrower or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of such Person to enforce any such judgment; (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in liability of any Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (k) the Guaranty of the Loan by the Guarantor shall for any reason terminate or cease to be in full force and effect; (l) any Credit Party shall default under any agreement and such default would reasonably be expected to result in a Material Adverse Effect; (m) any Credit Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document; (n) any provision of any Loan Document with respect to the Collateral shall for any reason cease to be valid and binding on, enforceable against, any Credit Party resulting in a Material Adverse Effect, or any lien created under any Loan Document ceases to be a valid and perfected first priority lien in any of the Collateral purported to be covered thereby; (o) a Change in Control shall occur; or (i) Any of Borrower or Guarantor defaults under any Recourse Indebtedness in an aggregate amount equal to or greater than $25,000,000 at any timeIndebtedness, or (ii) any Subsidiaries of Parent or a Borrower defaults under any non-recourse Indebtedness in an aggregate amount equal to or greater than $75,000,000 at any time (such $75,000,000 calculated based on the Equity Percentage of Indebtedness for the Borrowers’ Borrower’s non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates); or (q) the cessation, suspension, expiration or other termination of the Continuous Offering, whether voluntary of otherwise, other than in connection with the IPO.