Limitation on Optional Payments and Modifications of Debt Instruments, etc (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.
Limitation on Optional Payments and Modifications of Debt Instruments (a) Make any optional payment or prepayment on or redemption or purchase of any Indebtedness except pursuant to the Loan Documents, or (b) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms of any Indebtedness (excluding the Loans) (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon).
Repurchase of Mortgage Loans with Early Payment Defaults If the related Mortgagor is delinquent with respect to any of the Mortgage Loan's first three (3) Monthly Payments at any time either (i) after origination of such Mortgage Loan, or (ii) after the related Closing Date, the Seller, at the Purchaser's option, shall repurchase such Mortgage Loan from the Purchaser at a price equal to the Repurchase Price. The Seller shall repurchase such delinquent Mortgage Loan within thirty (30) days of such request.
Cross-Acceleration (i) The Company or any Material Subsidiary (A) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts), having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, or (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, if the effect of such failure, event or condition under the preceding clauses (A) or (B) is to cause such Indebtedness to be declared or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be required to be made, prior to its stated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as defined in such Swap Contract) as to which the Company or any Subsidiary is an Affected Party (as defined in such Swap Contract), and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $10,000,000; or
Events of Default Acceleration Etc 105 §12.1 Events of Default and Acceleration 105 §12.2 Limitation of Cure Periods 107 §12.3 Termination of Commitments 108 §12.4 Remedies 108 §12.5 Distribution of Collateral Proceeds 108 §13. SETOFF 000 §00. THE AGENT 110 §14.1 Authorization 110 §14.2 Employees and Agents 110 §14.3 No Liability 111 §14.4 No Representations 111 §14.5 Payments 112 §14.6 Holders of Notes 113 §14.7 Indemnity 113 §14.8 Agent as Lender 114 §14.9 Resignation 114 §14.10 Duties in the Case of Enforcement 115 §14.11 Request for Agent Action 115 §14.12 Removal of Agent 115 §14.13 Bankruptcy 000 §00. EXPENSES 116 §16. INDEMNIFICATION 117 §17. SURVIVAL OF COVENANTS, ETC 118 §18. ASSIGNMENT AND PARTICIPATION 118 §18.1 Conditions to Assignment by Lenders 118 §18.2 Register 120 §18.3 New Notes 120 §18.4 Participations 121 §18.5 Pledge by Lender 121 §18.6 No Assignment by Borrower 121 §18.7 Cooperation; Disclosure 121 §18.8 Mandatory Assignment 122 §18.9 Co-Agents 123 §18.10 Treatment of Certain Information; Confidentiality 123 §18.11 Withholding Tax 123 §19. NOTICES 125 §20. RELATIONSHIP 000 §00. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE 127 §22. HEADINGS 000 §00. COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION 128 §24. ENTIRE AGREEMENT, ETC. 000 §00. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS 000 §00. DEALINGS WITH THE BORROWER 129 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 000 §00. SEVERABILITY 132 §29. NO UNWRITTEN AGREEMENTS 000 §00. ACKNOWLEDGMENT OF INDEMNITY OBLIGATIONS 000 §00. REPLACEMENT OF NOTES 000 §00. TIME IS OF THE ESSENCE 000 §00. RIGHTS OF THIRD PARTIES 000 §00. GUARANTY 133 §34.1 The Guaranty 133 §34.2 Obligations Unconditional 134 §34.3 Reinstatement 135 §34.4 Certain Waivers 135 §34.5 Remedies 135
Option Acceleration One hundred percent (100%) of the shares subject to all Options granted to the Employee by the Company prior to the Change of Control shall immediately become vested and exercisable in full upon such Involuntary Termination. Following such acceleration, the Options shall continue to be subject to the terms and conditions of the Company’s stock option plans and the applicable option agreements between the Employee and the Company.
Default Provisions In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.
Waiver of Servicer Events of Default The Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Servicer Event of Default hereunder may waive such default or Servicer Event of Default; provided, however, that a default or Servicer Event of Default under clause (i) or (vii) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Servicer Event of Default, such default or Servicer 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 Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.
Buyout Provisions The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.
Waiver of Master Servicer Events of Default Subject to Section 11.09(d), the Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Master Servicer Event of Default hereunder may waive such default or Master Servicer Event of Default; provided, however, that a default or Master Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Master Servicer Event of Default, such default or Master Servicer 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 Master Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.
