Agenda - 05-15-2012 - 5j - Laserfiche WebLink

Browse Search

11 (c) Any, materi men bon al statement represenha or warranty made by Losses m or pursuant to the Property Scheduis or its execution, ddwery or performance shall prove b have been false. Incorrect. misleading or breached n any material respect on the date wren made, (d) Lessee shah (r) apply bN or consent to the appointment at a receiver trustee custodian a liquda•or d Lessee or of all or a substantial parr of the assess of Lessee (it) be unable tart or admit in -ailing its nabtiq generally to pay its debts as they become due. (a) make a general assignment for to benefit of creddlus. (w) have an order lot ItW entered against A w der applKabte federal bankruptcy taw Or (v) %a it voluntary petr00n m biaknictcy, or a pabtton a an answer seelimg reorgarnratron or on arrargen!wnl with creditors Of taking advantage of any insolvency law of any answer admdtrhg tie material allegations Of s petition feed against lessee in any berntupicy, recrganzal on or wuolverncy, procaedrp Or (a) An order, judgment or decree shag be "rod by any court Of competent )uriWretlon approvrhg a jxvllan Or IPPOInting a rarxrvef Ifustee. cuslodran or liquidator of Lessee or of allot a substantial put Of the assets of Lessee in each case without its appecatlon approval or consort end such order judgment or decree shat conlinue unistayed and in effect for ary period of 60 consecutive days The foregoing peovrsron of Secbon 1107 are subject to the following hm4mwn A by reason of force lr og Lessee is unable in whole or in pa' to perform as sgreemmts under Uwe Agreement and the Ptoporty Schedule (a" than the obigatuona on the pan of Lessee coniahrod In Article Vi hereat) Lessee shale rat be rn default dunrg the continuance of such rnabehry The term tgrsg nutgyr ' as used herein shall mean the following acts of God, strikes, bUcads or other Industrial disturbances acts of public enemee . orders or restraints of any kind of the goverment of The United States or at the State or any of Omf departments, agencies or officals. or any civil or military autharty, rnalvfacoons (lots landslides earthquakes, fires storms droughts• ffodds explosions. breakage or accident to madwnery, transmission pipes or canals. or any other cause or event not reasonably within the Contra! M lessee 1302 Remedies an Ddaglt Wherever any Evmt of Default exists with respect to a Property Schedule. Lessor shag have the fight at its sofa opbon without any Wher demand or notice to tale one or any combiraham of the folio —rig refwedral steps (a) Weyrout terminating the Pro" Schedule and by written raWA to Lessee Lessor may declare at Rental Payments end Other amounts payable by Lessee thereunder to tM end of de then-currant budget year of Lasses to to due including without knvlaVOn delinquent Rental Payments under the Property SOW* Mom prior budget years and such amounts shag thereafter bear murteat at the rate of 12% per annum or me maxmum role iermtted by applicable law whichever is lass (b) Losaor may terminate the Property Schedule. may enter the promises esters Re Property subject to the Property ScheduM s located and retake possesawn of the Property, or raquire Lessee, all Lessee's expense to srompgy return any or all of the Prapemy to the possession of Lessor at such place within fine United Slates as Lessor snag specify and Lessor may thereafter dispose of the Property in acwtiame with Adds 2 of the Uniform Commercial Code in effect n the Stale, provided however that any proceeds from the disposition of the property in excess of the sum required to (4) defease the Property Schedule, pursuant to Socterh 6 07. (u) pay any other amounts then due under the Property Schedule and (he) pay lessors costa and expenses associated with fie disposition of the Property (Intruding reasonable ahomoys fees) shag be Pad to Lessee or such other ereduer of lessee as may be entitled thereto, and 6rMar Pravdad Thal no defkaendy shwa be allowed against Lessee it) By wnhten notice to the Agent it any Less= may Instruct the Agent to apply at sums hard by the Ages in any accounts retaang to the property Schedule under the applicable escrow or trusl agreement as provided in Line applicable escrow or trust agreemenl (d) By written police to any escrow agent (other than to Agent) who is holding proreeds of this Property Schedule. Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor. such sums to be Credited to payment of lessee s obligations under the Property Schedule, (e) Lesson may Iske any action at law or in equity ghat is Permuted by applicable, lawn and that may appear necessary or desirable to enforce a fo proiaq any or its rights taller the Property Schedule and this Agreement 1303 No Remade Eaclusiy No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be consf atwe and shag be In addition to every other remedy grim under this Lease now or hersafter existing at law or In equity No delay or o rswon to exercise any from or power acuurrg upon a ^y default shall — parrs-t, s'.r_h nghl or powe, on shall be ccinstn.ed to be it aai.ar thereof but any such rig; f or paw may be exaressed Iron, time (a time and as oPen as may be deemed expedient In order to chute Lessor 10 exercise arty remedy reserved to I in the Article it shag not the necessary to give any nobce oiler than such not•ce as may be required in this Article 1304 Carets and AftoffIlly Faee Upon she occurrence of an Event at Default by Lessee in the prefformance of any term of this Agreement Lessee agrees to pay to Lessor or revnburse Lessor for in addition to all other amounts due hetetrlder. all of Lessors coats of collection. Including reasonable attorney fees, whether or not star or action is filed thereon Any such costs shall be immediately due and payable upon vinhM notice and demand groan to Losses shag be secured by sus Agreement unal paid and shag bear interest M the rate of BSS per annum or to maximum amount permitted by law whichever s teas In rte event suit or action is instituted to enforce any of the Itmu of this Agreement this prevatsng parry shall be ended to recover from the other party such sum as to court may adjudge reasonable as attorneys' fees e,1 lost or on appeal of such suit or action or in any bankrVptcy proceeding on addition to art other sums provided by la•v ARTICLE 14 01 Notices Air notices certificates or other cornmvnrcahons hereunder shall be suflSciently given and shall be deemed given when delivered or marled by Certified mad postage Prepaid to rte parties he•eYS at the addresses immediately after five signatures to fn$ Agreement to at such other address as either party horsed shag designate in wiring to Do other for notices to such party) to any asugnee rothtrr than a Registered Owner) at As oddness ea A appea's on this negr$taoen books memtained by Lessee and to any Registered Owner at its address as it appears an the registration books maintained by the Agent 1402 C•WiCatio-n as to &rbitrsa• Unless a separate Certificates, as to Arbitrage is delivered on the Commencement Date Lessee shag be de•mad to make fine lollowwng rearesentatiors and covenants as of the Commencement Dale fa each Properly Schedule (a) The amma;ed total costs including taxes freight instaaaoon cost of Issuance at the Property, under the Property Schedule will not be leas than rte total pnncipaf amournof the Renal Payment$ (bj The Properly under the Properly Schedule has bean ordered or is expected to be ordered within six months and the Property I$ expected to be desveted and installed, and to vendor fully pad within one year from the Commencemem Dale lessee will pursue the completion of lie Properly arts tie expenditure of the riot proceeds of the Property Schedule wAh due diligence (et Lessee has not created or established and does not expect to seats or establish any sink•ng furd or other snrfar fund p) that is f asonabty expected to be used to pay the Rental Payments under the Propeny Schedule of Is) that may be used solely to Prevent a delanit n" payment of Pile Rental Payments under tine Property Schedule (d) The Prop" under ve Property Schedule has not beat and ,s not expected to be sold or oL'merwnse disposed of by Lessee either in whole or in major part prof to ine last riwturiy, of we Rental Payments under the Properly SC hedtle (e) There are no other obligations of Lessee wfrM (I) are being odd within 15 days of hme Commencement Date of the Property Schedule. (u) ere betrg sold pu-suon' to IM some plan of Pnanang as Me Property Schedule and (vii) ate expected fo be paid from sit belonuady the same sour_Y. of funds (Cl The office- or offIclam who has executed the Property Sched:l! on Lessee s behaE a familiar w 4h Lessee's oxp•ctatiois regarding me use and expendnlu•e at the proceeds o: the Prooeriv ScPeoule To sine best of Lessee's knomedge, Informa•ron and beliel the lacis srd estimates set forth in herein are accurate and the expectations of Lessee set loch herein are reasonaby 1403 Further Assurances Lessee agrees to exa:. to sLzh atret and fuMe• documeres including minCIA trriabon Confirmatory finanurvl statemams continuation staternant$ cadfrcates of rode and Ito hYe 3rd b take as si :h action as may tie recossary or appropnale,'rcm bme to tine n the reasonable opinion of Lessor 10 poled con irr establish rees'atl•sh Como" of compete be IMeresls of Lessor in this Agreement and the Property Schedules to consummate the transactions coraemOlated nefeby arrd thereby and to carry Out the punnoses and intentions of Live Agteerenl and the Property Schedules 14 04 Bmdina Efreer Ths Agreemen; shall trure to -he boneFt of and shalt be brnd•ng upc't Lessor and Lessee and their raspbclve successors std assigns 1405 ,Severability in the evert any prov4-on of this Agee -ert s,Nall be hety nvatd or v e:'rOM43bie by arty court of competent junsdhcton such holding snail not Invalidate or raider unen'aceabler any other prWsion hereof