shall be entitled to
calculated any related management fees based on the foregoing percentage and the
sum of the common equity, any preferred equity and trust preferred securities of
the related company.
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.1
EVENTS OF DEFAULT.
An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):
(A)
PAYMENT.
(I) THE BORROWERS SHALL FAIL TO
PAY ANY PRINCIPAL OR INTEREST ON ANY LOAN OR NOTE WHEN DUE (WHETHER AT MATURITY,
BY REASON OF MANDATORY OR OPTIONAL PREPAYMENT, BY REASON OF ACCELERATION OR
OTHERWISE) IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF; OR (II) THE BORROWERS
SHALL FAIL TO PAY ANY FEE OR OTHER AMOUNT PAYABLE HEREUNDER OR UNDER THE CREDIT
DOCUMENTS WHEN DUE (WHETHER AT MATURITY, BY REASON OF MANDATORY OR OPTIONAL
PREPAYMENT, BY REASON OF ACCELERATION OR OTHERWISE) IN
94
ACCORDANCE WITH THE TERMS HEREOF OR THEREOF; OR (III) OR THE GUARANTORS SHALL
FAIL TO PAY ON THE GUARANTEE AGREEMENT OR THE DERIVATIVES GUARANTEE AGREEMENT IN
RESPECT OF ANY OF THE FOREGOING OR IN RESPECT OF ANY OTHER OBLIGATIONS UNDER THE
CREDIT DOCUMENTS; OR (IV) ANY OTHER CREDIT PARTY SHALL FAIL TO PAY ANY AMOUNTS
OWED BY IT UNDER THE CREDIT DOCUMENTS TO WHICH IT IS A PARTY; OR
(B)
MISREPRESENTATION.
ANY REPRESENTATION,
WARRANTY OR CERTIFICATION MADE OR DEEMED MADE HEREIN, IN THE SECURITY DOCUMENTS
OR IN ANY OF THE OTHER CREDIT DOCUMENTS OR WHICH IS CONTAINED IN ANY
CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED AT ANY TIME
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE CREDIT DOCUMENTS OR ANY
MATERIAL INFORMATION WITH RESPECT TO THE MORTGAGE ASSETS FURNISHED IN WRITING BY
OR ON BEHALF OF ANY CREDIT PARTY SHALL PROVE TO HAVE BEEN INCORRECT, FALSE OR
MISLEADING AS OF THE EARLIER OF (I) THE DATE MADE OR DEEMED MADE TO THE
ADMINISTRATIVE AGENT OR (II) THE DATE ON WHICH THE CREDIT PARTIES BECOME AWARE
THEREOF; OR
(C)
COVENANT DEFAULT.
ANY CREDIT PARTY SHALL
FAIL TO COMPLY WITH ANY COVENANT CONTAINED IN THIS AGREEMENT OR THE OTHER CREDIT
DOCUMENTS OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT AMONG ANY CREDIT PARTY,
THE ADMINISTRATIVE AGENT AND THE LENDERS OR EXECUTED BY ANY CREDIT PARTY IN
FAVOR OF THE ADMINISTRATIVE AGENT OR THE LENDERS, OTHER THAN THOSE SET FORTH IN
SECTION 7.1 OF THIS CREDIT AGREEMENT, IF SUCH FAILURE TO COMPLY SHALL CONTINUE
UNREMEDIED FOR A PERIOD OF TEN (10) BUSINESS DAYS AFTER ACTUAL KNOWLEDGE BY ANY
CREDIT PARTY OR RECEIPT OF WRITTEN NOTICE THEREOF FROM THE ADMINISTRATIVE AGENT;
OR
(D)
INTERNALIZATION OF MANAGEMENT DEFAULT.
A
BREACH OF THE COVENANT SET FORTH IN SECTION 6.22; OR
(E)
BORROWER INDEBTEDNESS CROSS-DEFAULT.
ANY
BORROWER SHALL BE IN DEFAULT UNDER (I) ANY INDEBTEDNESS OF THE BORROWER WHICH
DEFAULT (A) INVOLVES THE FAILURE TO PAY A MATURED OBLIGATION, OR (B) PERMITS THE
ACCELERATION OF THE MATURITY OF OBLIGATIONS BY ANY OTHER PARTY TO OR BENEFICIARY
WITH RESPECT TO SUCH INDEBTEDNESS, IF THE UNDERLYING DEFAULT RESULTS IN