Tenant’s Default 14.1 Any other provisions in this Lease notwithstanding, it shall be an event of default (“Event of Default”) under this Lease if: (i) Tenant fails to pay any installment of rent or any other sum payable by Tenant hereunder when due and such failure continues for a period of ten (10) days after written notice from Landlord to Tenant that such payment has not been received, or (ii) Tenant fails to observe or perform any other material covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than thirty (30) days, provided, however, that if such non-monetary Event of Default by Tenant cannot reasonably be cured within such thirty (30) day period, and provided further that Tenant is proceeding with due diligence to effect a cure of said Event of Default, no Event of Default hereunder shall be declared by Landlord if Tenant continues to proceed with diligence to cure said Event of Default, but in no event shall such cure period extend beyond ninety (90) days following notice from Landlord of such violation, default or breach, or (iii) Tenant files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (iv) a custodian, receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant’s property or of the Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (v) Tenant shall generally not pay Tenant’s debts as such debts become due, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (v) above.
Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.
Notice of Event of Default If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.
Borrower Default Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
Xxxxxx of Default Any one or more of the following shall constitute an “Event of Default” hereunder:
Default Section 7.01
Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.
Consents Defaults (i) GOVERNMENTAL AND THIRD PARTY APPROVALS. All necessary approvals, authorizations and consents, if any be required, of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement and the other Loan Documents shall have been obtained.
Event of Default; Notice (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.
Owner Default Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: This bond is subject to the attached Dual Obligee Rider dated [ ]. (Space is provided below for additional signatures of added parties other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY (Corporate Seal) (Corporate Seal) Company: Company: Address: Address: Name and Title: Name and Title: Signature: Signature: (TO BE ATTACHED TO BOND AT TIME OF ISSUANCE) TO BE ATTACHED TO AND FORM PART OF Performance and Payment Bond NO. ___, dated concurrently with the execution of this Rider, issued by the ___, a ___corporation, as Surety, on behalf of Fxxxx, Inc., as Principal, and in favor of ___, as Obligee. IT IS HEREBY UNDERSTOOD AND AGREED that the above described bond(s) are hereby amended to include the following paragraph: Notwithstanding anything contained herein to the contrary, there shall be no liability on the part of the Principal or Surety under this bond to the Obligees, or either of them, unless the Obligees, or either of them, shall make payments to the Principal or to the Surety in case it arranges for completion of the Contract upon default of the Principal, strictly in accordance with the terms of said Contract as to payments, and shall perform all the other obligations required to be performed under said Contract at the time and in the manner therein set forth. IT IS FURTHER UNDERSTOOD AND AGREED that nothing herein contained shall be held to change, alter or vary the terms of the above described bond(s) except as hereinbefore set forth. SIGNED, SEALED AND DATED this ___day of ___, 200_. Fxxxx, Inc. (Contractor) [Name of Project Company] ___ ___,2006 By: [ ] (Surety) By: [Name of Project Company] ___ ___,2006 EXHIBIT J Draw (Payment) Schedule MONTH BILLING TOTAL BILLING 1 $ $ % 2 $ $ % 3 $ $ % 4 $ $ % 5 $ $ % 6 $ $ % 7 $ $ % 8 $ $ % 9 $ $ % 10 $ $ % 11 $ $ % 12 $ $ % 13 $ $ % 14 $ $ % 15 $ $ % 16 $ $ % $[Price] [Name of Project Company] ___ ___,2006 EXHIBIT K Air Emissions Application or Permit [Name of Project Company] ___ ___,2006 EXHIBIT L Phase I and Phase II Engineering Services Agreement [Name of Project Company] ___ ___,2006 L-1 EXHIBIT M Form of Application for Payment [Name of Project Company] ___ ___,2006 M-1 EXHIBIT N Form of Lien Waiver GENERAL CONTRACTOR’S PARTIAL WAIVER OF MECHANIC’S LIEN RIGHTS AND AFFIDAVIT OF DEBTS AND CLAIMS CONDITIONAL LIEN WAIVER STATE: ( INSERT STATE ) FXXXX, INC. COUNTY: ( INSERT COUNTY ) The undersigned is the General Contractor (aka Design-Builder) regarding labor and materials for construction and maintenance work performed for ( INSERT OWNER/PLANT NAME ), at the Facility located at or near ( INSERT PLANT CITY & STATE ) under the terms of a contract. On condition of receiving full payment for bxxxxxxx up to date hereof under the terms of the above mentioned contract, and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned does hereby waive and release any and all liens, and any and all claims and rights to lien on the Facility (including all buildings on the premises) under the statutes of the State of ( INSERT STATE ) relating to mechanic’s liens on account of labor and materials furnished by the undersigned up to the date hereof at the Facility, as located on real estate legally described as follows: TRACT 1: ( INSERT LEGAL DESCRIPTION ) TRACT 2: ( INSERT LEGAL DESCRIPTION ) [Name of Project Company] ___ ___,2006 N-1 The undersigned further certifies that all obligations of General Contractor entered into between suppliers/subcontractors and General Contractor regarding this Facility are current as of this date, including all obligations of General Contractor for all work, labor and services performed; materials and equipment furnished; and all known indebtedness and claims against General Contractor for damages arising in any manner in connection with General Contractor’s performance of the contract mentioned above for which General Contractor or property of General Contractor might in any way be held responsible. Dated this ___day of ___, 200___ GENERAL CONTRACTOR: FXXXX, INC. By (Print): Title: (Signature): Witness (Print): (Signature): In the alternative (or if requested): Subscribed and sworn to before me this ___day of ___, 200___. Notary Public My Commission Expires: [Name of Project Company] ___ ___,2006 N-2 EXHIBIT O Form of Consent to Assignment [Name of Project Company] ___ ___,2006
