Tenant’s Events of Default Sample Clauses

Tenant’s Events of Default. Upon the occurrence of one or more of the following Events of Default, Landlord shall have any and all rights and remedies set forth in this Lease and at law: (a) In the event Tenant should fail to pay any one or more installments of Base Rent, or any other sums required to be paid as Additional Rent, as and when they become due. (b) In the event a petition in bankruptcy under any present or future bankruptcy laws (including but not limited to reorganization proceedings) be filed by or against Tenant and such petition is not dismissed within thirty (30) days from the filing thereof, or in the event an order for relief under Title II, U.S.C. is entered with respect to Tenant is adjudged to be bankrupt. (c) In the event an assignment for the benefit of creditors is made by Tenant; (d) In the event of an appointment by any court of a receiver or other court officer of the property of Tenant and such receivership is not dismissed within thirty (30) days from such appointment; (e) Intentionally deleted. (f) In the event Tenant, before the expiration of the Lease Term, vacates or abandons the Premises, i.e., fails to occupy and use the Premises for thirty (30) days or more for causes other than fire, casualty or force majeure; (g) In the event Tenant uses the Premises for any purpose other than the Permitted Use of Premises, or ceases to use the Premises for the Permitted Use of the Premises; (h) In the event Landlord discovers that any material representation, warranty or financial statement given to Landlord by Tenant, was materially false or misleading when given. (i) In the event Tenant violates any other term, condition or covenant on the part of Tenant to be performed hereunder, and fails to commence the remedy of the same within ten (10) days after written notice thereof is given by Landlord to Tenant and complete such remedy within thirty (30) consecutive days after such written notice; provided, however, that if such violation is not curable within thirty (30) days, then the Tenant shall be required to have commenced such remedy within such ten (10) days subsequent to such notice and continuously pursues such cure thereafter until completed.
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Tenant’s Events of Default. The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay any installment of the Rent herein reserved when due (including, without limitation, any payment with respect to Tenant's Pro Rata Share of Building Costs hereunder when due), or any other payment or reimbursement to Landlord required herein when, due, and such failure shall continue for a period of five (5) days from the date such payment was due. (b) Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. (c) Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant. (d) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant. (e) Tenant shall desert or vacate any substantial portion of the Leased Premises. (f) Tenant shall fail to comply with any term, provision or covenant of this Lease (other than the foregoing in this Paragraph), and shall not cure such failure within thirty (30) days after written notice thereof to Tenant. (g) If the term of any lease, other than this Lease, heretofore or hereafter made by Tenant for any space in the Building or any other building owned by Landlord, if applicable, shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease.
Tenant’s Events of Default. The following events shall be deemed to be Events of Default by Tenant under this Lease: (i) Tenant shall fail to pay any installment of Monthly Rental or Tenant’s Prorata Share of Operating Expenses payable by Tenant pursuant to the terms hereof and such failure shall continue for five (5) business days after written notice of such failure of payment (provided, however, Landlord shall only be obligated to notify Tenant in writing two (2) times in any consecutive twelve (12) month period; thereafter, Tenant shall be in default if Tenant fails to pay any sum due on or before the date such rent was due and payable); (ii) Tenant shall fail to pay on or before the due date thereof (which due date shall, unless otherwise specified herein, be the date that is thirty (30) days from the date such invoice or statement is rendered to Tenant) any charge or assessment (other than as set forth in Section 18(a)(i)) payable by Tenant pursuant to the terms hereof and such failure shall continue after the later of five (5) business days after written notice to Tenant of such failure of payment. (iii) Tenant shall fail to comply with any term, provision or covenant made under this Lease by Tenant, other than the payment of the Monthly Rental, Tenant’s Prorata Share of Operating Expenses or any other charge or assessment payable by Tenant, and shall not cure such failure within thirty (30) days after written notice thereof to Tenant; provided, however, if any such default is of a nature that it can be cured and if Tenant in good faith commences to cure such default within such thirty (30) day cure period, but due to the nature of such default it could not be cured within such cure period after due diligence, no Event of Default shall be deemed to have occurred at the end of the cure period if Tenant is then diligently pursuing such cure to completion, and completes such cure as promptly as reasonably possible under all the circumstances; or Tenant shall fail to comply with any term, provision or covenant of this Lease and shall fail to cure such failure within twenty-four (24) hours after written notice thereof to Tenant by Landlord when such failure involves a condition posing an immediate and material threat to human health, safety or the environment; (iv) Tenant shall become insolvent, or shall make a transfer in fraud of creditors or shall make a general assignment for the benefit of creditors; (v) Tenant shall file a petition under any Chapter of the United States Bankr...
Tenant’s Events of Default. The following events shall be deemed to be events of default by Tenant under this Lease: a) Tenant shall fail to pay any installment of the rent herein reserved when due, or any payment with respect to Tenant's pro rata share of Building Costs hereunder when due, or any other payment or reimbursement to Landlord required herein when, due, and such failure shall continue for a period of five (5) days from the date such payment was due. b) Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. c) Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant. d) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant. e) Tenant shall desert or vacate any substantial portion of the Leased Premises. f) Tenant shall fail to comply with any term, provision or covenant of this Lease (other than the foregoing in this Paragraph), and shall not cure such failure within twenty (20) days after written notice thereof to Tenant.
Tenant’s Events of Default. 12 19. REMEDIES................................................................................................13 20.
Tenant’s Events of Default. Each of the following events shall constitute an "EVENT OF DEFAULT" under this Lease: (a) Tenant fails to pay any Rent when due or any payment or reimbursement required under any other lease with Landlord when due, and in either case such failure continues for a period of five (5) days from the date such payment was due, provided, however, that the first two
Tenant’s Events of Default. Any one or more of the following events -------------------------- shall constitute a default (a "Default") under this Lease: (i) Failure by the Tenant to pay any Monthly Rent, Additional Rent or other amount due under this Lease within five days after the date when due. (ii) Failure by the Tenant to observe or perform any covenant, condition or agreement on its part to be observed or performed hereunder or under the Rules and Regulations, other than as referred to in clause (i) above, which failure shall continue for a period of thirty (30) days after written notice of such failure is given by the Landlord to the Tenant. (iii) The commencement by Tenant, or the commencement against Tenant, of a case under federal bankruptcy law, as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, moratorium or similar law. Tenant shall not be deemed to be in Default under this Section (b)(ii) if, 1) Tenant is not in default in the performance of any of the terms and conditions of this Lease including the monetary and rental obligations provided for herein at the time of filing for bankruptcy protection; and 2) Tenant can demonstrate reasonable ability at the time of filing for bankruptcy protection that Tenant can continue to meet all its rental obligations under this Lease and compliance with all the other terms and conditions of this Lease.
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Tenant’s Events of Default. The occurrence of any one or more of the following event constitutes an "event of default" by Tenant under this Agreement and the applicable SLA (but only with respect to SLA's not then subject to the terms of the Global Lease): 17.1.1 if Tenant fails to pay any Fee or other sums payable by Tenant for the applicable Premises which are not then subject to the Global Lease within ten (10) business days after Tenant's receipt of written request for payment: 17.1.2 if Tenant (which for purposes of this subsection shall include any entity in which Tenant or Tenant's parent owns eighty percent (80%) or more of the equity interests), as defined in Section 3.7.2, breaches its obligations under Section 3.7 (provided, however, that the acquisition of a Site and the construction of a Tower by Tenant or a third party on Tenant's behalf following termination pursuant to Sections 3.2, 3.3 or 3.4 hereof shall not constitute a breach by Tenant); 17.1.3 if any petition is filed by or against Tenant under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof (and with respect to any petition filed against Tenant, such petition is not dismissed within sixty (60) days after the filing thereof), or Tenant is adjudged bankrupt or insolvent in proceedings filed under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof; 17.1.4 if a receiver, custodian, or trustee is appointed for Tenant or for any of the assets of Tenant and such appointment is not vacated within sixty (60) days of the date of appointment; 17.1.5 if Tenant makes a transfer in fraud of creditors; and 17.1.6 if Tenant breaches in any material way any representation or warranty set forth in this Agreement and such breach has a material adverse effect on Landlord (for breaches related to a specific Site, material adverse effect will be determined with reference to such Site only).

Related to Tenant’s Events of Default

  • Lease Events of Default The following events shall constitute Lease Events of Default hereunder (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Lease Event of Default shall be deemed to exist and continue so long as, but only as long as, it shall not have been remedied: (a) Lessee shall fail to (i) make or (ii) be deemed by virtue of the last sentence of Section 3.5 hereof to have made any payment of Basic Rent, Early Purchase Price, any other purchase price to be paid by Lessee for any Units pursuant to this Lease or the Participation Agreement, Stipulated Loss Amount or Termination Amount (x) in the case of any such payment that is required to be made on the Basic Term Expiration Date or on any date within 30 days before the Basic Term Expiration Date, when due, and (y) in the case of any other such payment, within 10 Business Days after the same shall have become due; provided, however, that so long as any Equipment Notes remain outstanding, failure to make (or be deemed to have made) any portion of Basic Rent on any Rent Payment Date shall not be a Lease Event of Default so long as the amounts applied under Section 3.4, clause (4), of the Collateral Agency Agreement are sufficient to make the distributions required under such clause (4) with respect to the obligations owed under this Lease; provided, further, that in the event that the Special Equity Buy-Out has been consummated, failure to make any payment of Basic Rent, Early Purchase Price, any other purchase price to be paid by Lessee for any Units pursuant to this Lease or the Participation Agreement, Stipulated Loss Amount or Termination Amount (to the extent such amount constitutes an Accumulated Equity Deficiency Amount to be applied under Section 3.4, clause 9 of the Collateral Agency Agreement) shall, after receipt by Lessee of written notice of such failure from Lessor or Owner Participant, be a Lease Event of Default; or (b) Lessee shall fail to (i) make or (ii) be deemed by virtue of payments made by the Collateral Agent to have made any payment of Supplemental Rent, including indemnity or tax indemnity payments, but not including Stipulated Loss Amount, Termination Amount, Early Purchase Price, or any other purchase price to be paid by Lessee for any Units pursuant to this Lease or the Participation Agreement (x) in the case of any such payment that is required to be on the Basic Term Expiration Date or on any date within 30 days before the Basic Term Expiration Date, when due, and (y) in the case of any other such payment, after the same shall have become due and such failure shall continue unremedied for 30 days after receipt by Lessee of written notice of such failure from Lessor, Policy Provider, Owner Participant or the Indenture Trustee; provided, however, that so long as any Equipment Notes remain outstanding, failure to make (or be deemed to have made) payment of any of the amounts referred to in or to be applied pursuant to clauses (5) through (15) of Section 3.4 of the Collateral Agency Agreement shall not be a Lease Event of Default; or (c) Lessee shall fail to maintain in effect the insurance required by Section 12 or Section 6.4 of the Collateral Agency Agreement and such failure shall not have been waived as provided for therein; or (d) Lessee shall use or permit the use of the Units or the Pledged Units or any portion thereof in a way which is not permitted by this Lease (with respect to the Units) or the Collateral Agency Agreement (with respect to the Pledged Units), provided that such unauthorized use shall not constitute a Lease Event of Default for a period of 45 days after Lessee's obtaining actual knowledge thereof so long as (i) such unauthorized use is not the result of any willful action of Lessee and (ii) such unauthorized use is capable of being cured and Lessee diligently pursues such cure throughout such 45-day period; or Lessee shall make or permit any unauthorized assignment or transfer of this Lease in violation of Section 18.2; or (e) TILC (or any successor thereto in its capacity as Administrator or Servicer, as applicable) shall have defaulted in any material respect in the performance of any of its obligations under the Administrative Services Agreement or the Servicing Agreement or a default shall occur under Section 6(a) of the Account Administration Agreement, and, in each case, Lessee shall have failed to exercise its rights thereunder in respect of such default for a period of 30 days after receipt by Lessee of written notice from Lessor, Owner Participant, Policy Provider or the Indenture Trustee, demanding that such action be taken; or (f) Any representation or warranty made by Lessee in any Lessee Agreement or any representation or warranty made by TILC in any Operative Agreement to which any such Person is a party, in each case, other than the Tax Indemnity Agreement, is untrue or incorrect in any material respect as of the date of making thereof and such untruth or incorrectness shall continue to be material and unremedied for a period of 30 days after receipt of notice from Lessor, Owner Participant, Indenture Trustee or the Policy Provider; provided that, if such untruth or incorrectness is capable of being remedied, no such untruth or incorrectness shall constitute a Lease Event of Default hereunder for a period of 120 days after receipt of notice from Lessor, Owner Participant, the Indenture Trustee or the Policy Provider so long as Lessee, TILC or TRMI, as the case may be, is diligently proceeding to remedy such untruth or incorrectness and shall in fact remedy such untruth or incorrectness within such period; provided that such untrue or incorrect representation or warranty shall be deemed to be remediable or remedied only after all adverse consequences thereof if any, can be and have been remedied as applicable; or (g) Lessee or the General Partner shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate or partnership action to authorize any of the foregoing; or (h) An involuntary case or other proceeding shall be commenced against Lessee or the General Partner seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or (i) Lessee shall fail to observe or perform any other of the covenants or agreements to be observed or performed by Lessee under any Lessee Agreement or any certificate and such failure shall continue unremedied for 30 days after notice from Lessor, Owner Participant, Policy Provider or the Indenture Trustee to Lessee, specifying the failure and demanding the same to be remedied; provided that, if such failure is capable of being remedied, and the remedy requires an action other than, or in addition to, the payment of money, no such failure (other than one relating to the payment of such money) shall constitute a Lease Event of Default hereunder for a period of 150 days after receipt of such notice so long as Lessee is diligently proceeding to remedy such failure and shall in fact remedy such failure within such period; or (j) A Manager Default shall have occurred and be continuing under the Management Agreement, and Lessee shall have failed to exercise its rights under the Management Agreement in respect of such Manager Default for a period of 30 days after receipt by Lessee of written notice from Lessor, Owner Participant or the Indenture Trustee demanding that such action be taken; or

  • Events of Default by Tenant If (1) Tenant abandons or surrenders all or any part of the Premises prior to the expiration of the Term of the Lease or (2) Tenant fails to pay Rent or Additional Rent within five (5) days after notice from Landlord of delinquency, (3) Tenant fails to fulfill any of the terms or conditions of this Lease or any other lease heretofore made by Tenant for space in the Premises and the same is not cured within thirty (30) days after written notice thereof from Landlord, unless the same cannot be cured within said thirty (30) day period, in which case Tenant shall have such additional time as is reasonably necessary to cure such default, not to exceed ninety (90) days in any and all events, provided that Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes the same to completion, or (4) the appointment of a trustee or a receiver to take possession of all or substantially all of Tenant’s assets occurs, or if the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets located at the Premises, or of Tenant’s interest in this Lease, occurs, and in the case of an involuntary appointment only, the same is not dismissed within ninety (90) days from said appointment, or (5) Tenant or any of its successors or assigns or any guarantor of this Lease (“Guarantor”) should file any voluntary petition in bankruptcy, reorganization or arrangement, or an assignment for the benefit of creditors or for similar relief under any present or future statute, law or regulation relating to relief of debtors, or (6) Tenant or any of its successors or assigns or any Guarantor should be adjudicated bankrupt or have an involuntary petition in bankruptcy, reorganization or arrangement filed against it and the same not be dismissed within ninety (90) days of the date of the filing thereof, or (7) Tenant shall permit, allow or suffer to exist any lien, judgment, writ, assessment, charge, attachment or execution upon Landlord’s or to the Premises, and/or the fixtures, improvements and furnishings located thereon, except as otherwise permitted herein; then, Tenant shall be in default hereunder.

  • Events of Tenant’s Default Tenant shall be in default of its obligations under this Lease if any of the following events occurs (an "Event of Tenant's Default"): (a) Tenant shall have failed to pay Base Rent or Additional Charges when due, and such failure is not cured within five (5) days after delivery of written notice from Landlord specifying such failure to pay; or (b) Tenant shall have failed to perform any term, covenant, or condition of this Lease except those requiring the payment of Base Rent or Additional Charges, and Tenant shall have failed to cure such breach within thirty (30) days after written notice from Landlord specifying the nature of such breach where such breach could reasonably be cured within said thirty (30) day period, or if such breach could not be reasonably cured within said thirty (30) day period, Tenant shall have failed to commence such cure within said thirty (30) day period and thereafter continue with due diligence to prosecute such cure to completion within such time period as is reasonably needed. (c) Tenant shall have sublet the Premises or assigned its interest in the Lease in violation of the provisions contained in Section 14; or (d) Tenant shall have abandoned the Premises or left the Premises substantially vacant for thirty (30) consecutive days; or (e) The occurrence of the following: (i) the making by Tenant of any general arrangements or assignments for the benefit of creditors; (ii) Tenant becomes a "debtor" as defined in 11 U.S.

  • Events of Default Any of the following shall constitute an Event of Default:

  • No Events of Default No Event of Default has occurred and is continuing nor has any event occurred which, with the giving of notice or the passage of time, or both, would constitute an 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.

  • Additional Events of Default Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the following also shall constitute an “Event of Default:” (a) default in the payment of the principal of or any premium on the Notes at Maturity; (b) there shall occur a default under any bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument of the Company (including a default with respect to Securities of any series other than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Subsidiaries in an aggregate amount (excluding amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of $10,000,000 for a period of 30 consecutive days. Section 4.2 Notwithstanding any provisions to the contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 502 of the Indenture, the amount immediately due and payable in respect of the Notes shall equal the Outstanding principal amount thereof, plus accrued and unpaid interest, plus the Make-Whole Amount.

  • Events of Defaults If one or more of the following events ("Events of Default") shall have occurred and be continuing:

  • Events of Default, Etc During any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.

  • Notice of Events of Default The Issuer shall give a Responsible Officer of the Indenture Trustee and each Rating Agency prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement.

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