Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder. (b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (NaaS Technology Inc.), Convertible Note Purchase Agreement (NaaS Technology Inc.), Convertible Note Purchase Agreement (iClick Interactive Asia Group LTD)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will shall have occurred and be continuing (whatever the reason for such Event of Default and whether it will shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and ,
(i) in each and every such case (other than an Event of Default specified in Section 2.4(g2.4(h) or Section 2.4(h) with respect to the Company or any of its Subsidiaries2.4(i)), unless the principal of this the Note will shall have already become due and payable, the Holder may, may by notice in writing to the Company, declare Company (the “EoD Notice”) to require the Company to repurchase for cash all of the Note or any portion thereof on the fifth (5th) Business Day after the date of the EoD Notice at a repurchase price (the “EoD Repurchase Price”) equal to (A) 100% of the outstanding principal amount thereof, plus (B) a premium equal to the aggregate interest that would have accrued on such principal amount over the period starting from (and including) the date of this the Issue Date and ending on (and including) the date when the EoD Repurchase Price is made in full, if the Note were to be bear interest at a rate of 2.0% per annum, accrued daily and computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day month, and plus (C) all other amounts due and payable immediatelyon or in respect of the Note (including any accrued and unpaid interest on the Defaulted Amounts pursuant to Section 2.6), and upon any such declaration the same will become and will automatically be immediately due and payable. If if any; or
(ii) if an Event of Default specified in Section 2.4(g2.4(h) or Section 2.4(h2.4(i) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% the Company shall promptly repurchase for cash all of the outstanding principal of this Note will become and will automatically be immediately due and payable at a repurchase price equal to the EoD Repurchase Price without any action on the part of the Holder.
(b) Subsection (a) aboveSection 2.5(a), however, is subject to the conditions that if, at any time after the outstanding principal of this the Note will shall have been so declared due and payable, and before any judgment or decree arbitral award for the payment of the monies due will shall have been obtained or entered as hereinafter provided, the Company will pay has paid or will deposit deposited with the Holder a sum sufficient to pay the outstanding principal of this and any other amounts due and payable on the Note that will shall have become due otherwise than by accelerationacceleration (with interest on the Defaulted Amounts), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction such arbitral award and (2) any and all existing Events of Default under this the Note, other than the nonpayment of the principal of and any other amounts due and payable on this the Note that will shall have become due solely by such acceleration, will shall have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults Default or Events of Default with respect to this the Note and rescind and annul such declaration and its consequences and such default will Default shall cease to exist, and any Event of Default arising therefrom will shall be deemed to have been cured for every purpose of this the Note; but no such waiver or rescission and annulment will shall extend to or will shall affect any subsequent Default or Event of Default, or will shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or any other amounts due and payable on, the Note or (ii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Note.
Appears in 2 contracts
Samples: Convertible Notes Subscription Agreement (NIO Inc.), Convertible Notes Subscription Agreement (NIO Inc.)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will shall have occurred and be continuing (whatever the reason for such Event of Default and whether it will shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h) with respect to the Company or any of its Subsidiaries2.4(j)), unless the principal of this the Note will shall have already become due and payable, the Holder may, may by notice in writing to the Company, declare 100% of the outstanding principal of this of, and accrued and unpaid interest on, the Note to be due and payable immediately, and upon any such declaration the same will shall become and will shall automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h2.4(j) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this of, and accrued and unpaid interest on, the Note will shall become and will shall automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above), however, is subject to the conditions that if, at any time after the outstanding principal of this the Note will shall have been so declared due and payable, and before any judgment or decree arbitral award for the payment of the monies due will shall have been obtained or entered as hereinafter provided, the Company will shall pay or will shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of this the Note that will shall have become due otherwise than by accelerationacceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction such arbitral award and (2) any and all existing Events of Default under this the Note, other than the nonpayment of the principal of and accrued and unpaid interest on this the Note that will shall have become due solely by such acceleration, will shall have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults Default or Events of Default with respect to this the Note and rescind and annul such declaration and its consequences and such default will Default shall cease to exist, and any Event of Default arising therefrom will shall be deemed to have been cured for every purpose of this the Note; but no such waiver or rescission and annulment will shall extend to or will shall affect any subsequent Default or Event of Default, or will shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Note or (ii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Note.
Appears in 2 contracts
Samples: Subscription Agreement (SouFun Holdings LTD), Subscription Agreement (SouFun Holdings LTD)
Consequences of Event of Default. (a) 12.1. Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof Bank may, without prejudice to the Holder. If any rights it may have, take one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected following actions including but not limited to:
a) declare all amounts payable by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) the Borrower with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note Facilities to be due and payable immediately;
b) declare that the obligations of the Bank to make any further advances under the Facilities (if the disbursement is in more than one instalment or if the disbursement has not yet been made) shall be suspended or cancelled;
c) sue for creditors’ process and/or exercise rights with respect to the Security in accordance with the Transaction Documents, and upon including enforcement of the Security;
d) demand the Borrower to furnish cash collateral in respect of all or part of the Facilities, irrespective of it being devolved or not;
e) exercise such other rights as may be available to the Bank under the Transaction Documents, any such declaration other contracts or agreements or under law or in equity or otherwise.
12.2. Upon the same will become and will automatically be immediately due and payable. If happening of an Event of Default and/or continuance thereof, the Bank shall have the absolute right to convert the entire Facilities and/or the unpaid interest and/or all other monies payable by the Borrower to the Bank (“Obligations”), in part or in full, in one or more tranches, into fully paid-up equity shares of the Borrower, at par and/or at book value and/or at fair value and/or at market value, whichever is lower, in conformity with the applicable laws, (“the Conversion Right”) in the manner specified in Section 2.4(ga notice in writing to be given by the Bank to the Borrower ("the Notice of Conversion") and in accordance with the following conditions:
A. the Bank shall in the Notice of Conversion stipulate the amount which it intends to convert in equity as also the date on which such conversion shall take place (the "Date of Conversion");
B. on receipt of the Notice of Conversion, the Borrower shall, within the timelines provided in the Notice of Conversion, issue and allot the requisite number of fully paid-up equity shares to the Bank in relation to the amounts so converted (“Equity Shares”) in dematerialized form into the de-mat account maintained by the Bank, as indicated in the Notice of Conversion;
C. the amounts so converted shall cease to carry interest as from the Date of Conversion and the amount of the Obligations shall stand correspondingly reduced;
D. the Equity Shares shall carry, from the Date of Conversion, the right to receive proportionately the dividends and other distributions declared or Section 2.4(h) to be declared in respect of the equity share capital of the Borrower and the Equity Shares shall rank pari- passu with the existing equity shares of the Borrower in all respects. The Borrower undertakes to maintain sufficient room or increase its authorized share capital from time to time, as may be required by the Bank in this respect to enable smooth and time bound conversion of debt to equity, at all times;
E. in case of listed companies, in the Company event that the Bank exercises the Conversion Right as aforesaid, the Borrower shall at its cost, and within the timelines provided in the Notice of Conversion get the Equity Shares listed with such stock exchanges where the said shares are usually traded;
F. The Conversion Right may be exercised by the Bank on one or more occasions during the currency of the Facilities at its sole and absolute discretion;
G. The Borrower shall make suitable modifications to its constitutional documents to facilitate the aforesaid Conversion Right, in a seamless manner.
12.3. The Borrower shall ensure that all requisite corporate approvals/ authorizations including but not limited to the approvals from the shareholders are duly obtained for giving effect to the aforesaid Conversion Right available to the Bank and the same is in conformity with the constitutional documents of the Borrower. Failure to obtain the requisite approvals as mentioned above shall amount to an event of default under the Transaction Documents.
12.4. Notwithstanding anything to the contrary contained in this Agreement, in the event of formation of a joint lenders forum in terms of the Distressed Assets Framework (RBI’s Framework for Revitalising Distressed Assets in the Economy dated 26 February 2014 read with the Strategic Debt Restructuring Scheme issued by the RBI on 8 June 2015 as amended or modified or replaced from time to time by any rules, regulations, notifications, circulars, press notes or orders by the RBI in this regard or any of its Subsidiaries occurs and is continuingother Government Authority in this regard), 100% the Bank shall have an unqualified right, to take all such actions as may be prescribed in the Distressed Assets Framework, to convert the Obligations into paid-up equity share capital of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, Borrower at any time after until the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment currency of the monies due will have been obtained or entered as hereinafter providedFacilities, the Company will pay or will deposit in accordance with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment provisions of the principal on this Note that will have become due solely applicable laws. The Borrower shall in accordance with the scheme formulated by the Bank and other lenders for such accelerationconversion in terms of the Distressed Assets Framework, will have been cured create, offer, issue and allot in one or waivedmore tranches, then and such number of fully paid-up equity shares of the Borrower as may be prescribed in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonscheme.
Appears in 2 contracts
Samples: Master Facility Agreement, Master Facility Agreement
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will shall promptly deliver written notice thereof to the Holder. If one or more Events of Default will shall have occurred and be continuing (whatever the reason for such Event of Default and whether it will shall be voluntary or involuntary or be effected by operation of law Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h2.4(j) with respect to the Company or any of its Significant Subsidiaries), unless the principal of this Note will all of the Notes shall have already become due and payable, the Holder may, Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may by notice in writing to the Company and to the Trustee may, and the Trustee at the request of such Holders accompanied by security and/or indemnity reasonably satisfactory to the Trustee shall, declare 100% of the outstanding principal of this Note of, and accrued and unpaid interest on, the Notes to be due and payable immediately, and upon any such declaration the same will shall become and will shall automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h2.4(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the outstanding principal of this of, and accrued and unpaid interest on, the Note will shall become and will shall automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this the Note will shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due will shall have been obtained or entered as hereinafter provided, the Company will shall pay or will shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of this the Note that will shall have become due otherwise than by accelerationacceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Notethe Indenture, other than the nonpayment of the principal of and accrued and unpaid interest on this the Note that will shall have become due solely by such acceleration, will shall have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults default or Events of Default with respect to this the Note and rescind and annul such declaration and its consequences and such default will shall cease to exist, and any Event of Default arising therefrom will shall be deemed to have been cured for every purpose of this the Note; but no such waiver or rescission and annulment will shall extend to or will shall affect any subsequent Event of Default, or will shall impair any right consequent thereon.
Appears in 2 contracts
Samples: Indenture (MakeMyTrip LTD), Convertible Notes Purchase Agreement (Ctrip Com International LTD)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (k) of Section 2.4(g) 9.1 hereof shall occur and unless such Event of Default has been waived by or Section 2.4(h) with respect cured to the Company or any of its Subsidiaries occurs and is continuing, 100% reasonable satisfaction of the Required Banks (or larger fraction of the Banks if required hereunder), the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the Agent, upon the request of the Required Banks, shall by written notice to the Borrower declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon and all other Indebtedness of this Note will the Loan Parties to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any action on the part other notice of the Holder.any kind, all of which are hereby expressly waived; and
(b) Subsection If an Event of Default specified under subsections (al) aboveor (m) of Section 9.1 hereof shall occur, howeverthe Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit hereunder, is subject and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon and all other Indebtedness of the Loan Parties to the conditions that if, at any time after the outstanding principal of this Note will have been so declared Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) In case an Event of Default shall occur that has not been waived by or cured to the reasonable satisfaction of the Required Banks, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and before any judgment branch, Subsidiary or decree Affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to any Loan Party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Loan Parties hereunder or under any other Senior Loan Document any debt owing to, and any other funds held in any manner for the payment account of, any Loan Party by such Bank or participant or by such branch, Subsidiary or Affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by any Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the monies due will Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and
(d) From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Loan Parties have been obtained or entered as hereinafter providedpaid in full, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events proceeds received by the Agent from any sale or other disposition of Default the Collateral, or any part thereof, or from the exercise of any other remedy by the Agent shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of any of the Loan Parties under any of the Senior Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Note, other than the nonpayment Agreement or any of the principal on Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion; and
(iii) the balance, if any, as required by Law.
(e) In addition to all of the rights and remedies contained in this Note that will Agreement or in any of the other Senior Loan Documents, the Agent shall have become due solely by such accelerationall of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, will have been cured or waivedall of which rights and remedies shall be cumulative and non-exclusive, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to existextent permitted by Law. The Agent may, and any Event upon the request of Default arising therefrom will be deemed the Required Banks shall, exercise all post- default rights granted to have been cured for every purpose of this Note; but no such waiver the Agent and the Banks under the Senior Loan Documents or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonapplicable Law.
Appears in 1 contract
Consequences of Event of Default. (a) If an Event of Default specified under subsections (a) through (m) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (n) or (o) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan -77- 85 Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holderexecution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Agent may request in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. If one or more Events Without limiting the generality of Default will have occurred and be continuing (whatever the reason for such Event foregoing, the Borrower agrees that in the event the Agent on behalf of Default and whether it will be voluntary or involuntary or be effected by operation of law the Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any judgmentother action in connection with any of the Collateral, decree the Borrower shall execute and deliver (or order cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Agent and any other necessary persons in making any application for the prior consent or approval of any court Official Body or any order, rule or regulation other person to the exercise by the Agent on behalf of the Banks of any Governmental Authority), then, and in each and every of such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect rights relating to the Company all or any of its Subsidiaries)the Collateral. Furthermore, unless because the principal Borrower agrees that the remedies at law, of the Agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Note will have already become due Section 9.02(g) would be inadequate and payablethat any such failure would not be adequately compensable in damages, the Holder may, by notice in writing to Borrower agrees that the Company, declare 100% covenants of the outstanding principal of this Note to be due Sections 8.01(f) and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.9.02
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if through (1) rescission would not conflict with any judgment or decree item (o) or (p) of a court Section 8.01 hereof shall occur and be continuing, the Lenders shall be under no further obligation to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of competent jurisdiction Credit hereunder and (2) any the Agent may, and all existing Events of Default under this Note, other than upon the nonpayment request of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Notes then outstanding and all defaults or Events interest accrued thereon, any unpaid fees and all other Indebtedness of Default with respect the Borrower to this Note the Lenders, the Agent and rescind the L/C Issuer hereunder and annul such declaration under the other Loan Documents to be forthwith due and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and
(b) If any Event of Default arising therefrom will specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be deemed under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and
(c) If an Event of Default shall occur and be continuing, any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have been cured the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Document, any debt owing to, and any other funds held in any manner for every purpose of the account of, the Borrower by such Lender, the Agent or the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or the L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Note; but no Agreement or any other Loan Document, whether or not such waiver or rescission and annulment will extend debt owing to or will affect funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any subsequent other security, right or remedy available to any Lender, the Agent or the L/C Issuer; and
(d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer and the Lenders shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent, the L/C Issuer and the Lenders under the Loan Documents or applicable Law; and
(e) Upon the occurrence of any Event of DefaultDefault described in the foregoing Sections 8.01(m) or (n) or upon the declaration by the Required Lenders of any other Event of Default and the termination of the Revolving Credit Commitments, the obligation of the L/C Issuer to issue or amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to any beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, or will impair shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any right consequent thereonkind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and second, to the payment of any excess, to the Borrower.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Rti International Metals Inc)
Consequences of Event of Default. (a) If an Event of Default specified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (p) or (q) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other fund held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Administrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -------- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and 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 or other applicable Law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holderexecution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may request in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. If one Without limiting the generality of the foregoing, the Borrower agrees that in the event the Administrative Agent or more Events the Collateral Agent on behalf of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any judgmentother action in connection with any of the Collateral, decree the Borrower shall execute and deliver (or order cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Administrative Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Administrative Agent or the Collateral Agent and any other necessary persons in making any application for the prior consent or approval of any court Official Body or any order, rule other person to the exercise by the Administrative Agent or regulation the Collateral Agent on behalf of the Banks of any Governmental Authority), then, and in each and every of such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect rights relating to the Company all or any of its Subsidiaries)the Collateral. Furthermore, unless because the principal Borrower agrees that the remedies at law, of the agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Note will have already become due Section 9.02(g) would be inadequate and payablethat any such failure would not be adequately compensable in damages, the Holder may, by notice in writing to Borrower agrees that the Company, declare 100% covenants of the outstanding principal of this Note to be due Sections 8.01(f) and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.9.02
Appears in 1 contract
Samples: Revolving Credit Facility (Mariner Post Acute Network Inc)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) abovethrough (l) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, howeverthe Lenders shall be under no further obligation to make Loans hereunder, is subject the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableAgent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive declare the unpaid principal amount of the Notes then outstanding and all defaults or Events interest accrued thereon, any unpaid fees and all other Indebtedness of Default with respect the Borrower to this Note the Lenders, the Agent and rescind the L/C Issuer hereunder and annul such declaration under the other Loan Documents to be forthwith due and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and
(b) If any Event of Default arising therefrom will specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be deemed under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and
(c) If an Event of Default shall occur and be continuing, any Lender to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender and any branch, subsidiary or affiliate of such Lender anywhere in the world shall each have been cured the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Revolving Credit Loans and all other obligations of the Borrower hereunder or under any other Loan Document, any debt owing to, and any other funds held in any manner for every purpose of the account of, the Borrower by such Lender or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender or the Agent shall have made any demand under this Note; but no Agreement or any other Loan Document, whether or not such waiver or rescission and annulment will extend debt owing to or will affect funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any subsequent other security, right or remedy available to any Lender or the Agent; and
(d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent and the Lenders shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent and the Lenders under the Loan Documents or applicable Law.
(e) Upon the occurrence of any Event of DefaultDefault described in the foregoing Sections 8.01(m) or (n) or upon the declaration by the Required Lenders of any other Event of Default and the termination of the Revolving Credit Commitments, the obligation of the L/C Issuer to issue or amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to any beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, or will impair shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any right consequent thereonkind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participation in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and second, to the payment of any excess, to the Borrower.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Carbide Graphite Group Inc /De/)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (n) of Section 2.4(g9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Agent upon the request of the Required Banks, shall (i) or Section 2.4(h) with respect by written notice to the Company or any of its Subsidiaries occurs and is continuingBorrower, 100% declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness of this Note will the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that ifAgent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time after the thereafter available to be drawn on all outstanding principal Letters of this Note will have been so declared due and payableCredit, and before any judgment or decree for the payment of Borrower hereby pledges to the monies due will have been obtained or entered as hereinafter provided, Agent and the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by accelerationBanks, and if (1) rescission would not conflict with any judgment or decree grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than to the nonpayment satisfaction of the Required Banks, the Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (o) or (p) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal on this Note that will amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have become due solely by such accelerationthe right, will have been cured or waivedin addition to all other rights and remedies available to it, then and in every such case the Holder, by written without notice to such Loan party, to set-off against and apply to the Company, may waive then unpaid balance of all defaults the Loans and all other obligations of such Loan party hereunder or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to existunder any other Loan Document any debt owing to, and any Event of Default arising therefrom will be deemed to have been cured other funds held in any manner for every purpose of this Note; but no the account of, such waiver Loan Party by such Bank or rescission and annulment will extend to participant or will affect any subsequent Event of Defaultby such branch, subsidiary or will impair any right consequent thereon.affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special,
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) abovethrough (l) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, howeverthe Lenders shall be under no further obligation to make Loans hereunder, is subject the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableAgent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Notes then outstanding and all defaults or Events interest accrued thereon, any unpaid fees and all other Indebtedness of Default with respect the Borrower to this Note the Lenders, the Agent and rescind the L/C Issuer hereunder and annul such declaration under the other Loan Documents to be forthwith due and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and
(b) If any Event of Default arising therefrom will specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be deemed under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the sixty (60) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and
(c) If an Event of Default shall occur and be continuing, any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have been cured the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Document, any debt owing to, and any other funds held in any manner for every purpose of the account of, the Borrower by such Lender, the Agent or the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or the L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Note; but no Agreement or any other Loan Document, whether or not such waiver or rescission and annulment will extend debt owing to or will affect funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any subsequent other security, right or remedy available to any Lender, the Agent or the L/C Issuer; and
(d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer and the Lenders shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent, the L/C Issuer and the Lenders under the Loan Documents or applicable Law; and
(e) Upon the occurrence of any Event of DefaultDefault described in the foregoing Sections 8.01(m) or (n) or upon the declaration by the Required Lenders of any other Event of Default and the termination of the Revolving Credit Commitments, the obligation of the L/C Issuer to issue or amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to any beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, or will impair shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any right consequent thereonkind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.18(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and second, to the payment of any excess, to the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Mastech Corp)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will shall have occurred and be continuing (whatever the reason or cause for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental AuthorityDefault), then, and (x) in each and every such case (other than an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h) with respect to the Company or any of its Subsidiaries2.4(j)), unless the principal of this the Note will shall have already become due and payable, the Holder may, may by notice in writing to the Company, declare Company (the “EoD Notice”) to require the Company to repurchase for cash all of the Note or any portion thereof on the 5th Business Days after the date of the EoD Notice at a repurchase price (the “EoD Repurchase Price”) equal to (i) 100% of the outstanding principal of this Note to be due amount (or such portion thereof as the case may be), plus (ii) accrued and payable immediatelyunpaid interest thereon (including any accrued and unpaid interest on the Defaulted Amounts, if any), and upon plus (iii) an additional amount that shall, together with any interest accrued on the Note payable to the Holder, provide the Holder an Internal Rate of Return of 8.0% on the principal amount (or such declaration portion thereof as the same will become case may be) over the period starting from (and will automatically be immediately due including) the date of the Issue Date and payable. If ending on (and including) the date when the EoD Repurchase Price is made in full, and (y) if an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h2.4(j) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% the Company shall promptly repurchase for cash all of the outstanding principal of this Note will become and will automatically be immediately due and payable at a repurchase price equal to the EoD Repurchase Price without any action on the part of the Holder.
(b) Subsection (a) aboveSection 2.5(a), however, is subject to the conditions that if, at any time after the outstanding principal of this the Note will shall have been so declared due and payable, and before any judgment or decree arbitral award for the payment of the monies due will shall have been obtained or entered as hereinafter provided, the Company will shall pay or will shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of this the Note that will shall have become due otherwise than by accelerationacceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction such arbitral award and (2) any and all existing Events of Default under this the Note, other than the nonpayment of the principal of and accrued and unpaid interest on this the Note that will shall have become due solely by such acceleration, will shall have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults Default or Events of Default with respect to this the Note and rescind and annul such declaration and its consequences and such default will Default shall cease to exist, and any Event of Default arising therefrom will shall be deemed to have been cured for every purpose of this the Note; but no such waiver or rescission and annulment will shall extend to or will shall affect any subsequent Default or Event of Default, or will shall impair any right consequent thereon.
Appears in 1 contract
Samples: Convertible Note and Warrant Subscription Agreement (Secoo Holding LTD)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(f) or Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g2.4(f) or Section 2.4(h2.4(g) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.
Appears in 1 contract
Samples: Convertible Note Exchange Agreement (NaaS Technology Inc.)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (h) of Section 2.4(g) or Section 2.4(h) with respect 9.1 shall occur and be continuing, no Bank shall have any further obligation to make Loans hereunder and the Agent, upon the request of the Required Banks, shall by written notice to the Company Borrower take any or any of its Subsidiaries occurs and is continuing, 100% all of the following actions: (i) terminate the Commitments, (ii) declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of this Note will all outstanding Letters of Credit of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that ifAgent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an amount equal to the maximum amount currently or at any time after the thereafter available to be drawn on all outstanding principal Letters of this Note will have been so declared due and payableCredit, and before any judgment or decree for the payment of Borrower hereby pledges to the monies due will have been obtained or entered as hereinafter provided, Agent and the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by accelerationBanks, and if grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (1x) rescission would not conflict with any judgment or decree the curing of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than to the nonpayment satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall return such cash collateral to the Borrower; and
(b) if an Event of Default specified under subsections (i) or (j) of Section 9.1 shall occur, the Banks shall have no further obligation to make Loans hereunder, the Commitments shall without any further action terminate and the unpaid principal on this Note that will amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.14 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have become due solely by such accelerationthe right, will have been cured or waivedin addition to all other rights and remedies available to it, then and in every such case the Holder, by written without notice to the CompanyBorrower, may waive to set off against and apply to the then unpaid balance of all defaults the Loans and all other obligations of the Borrower hereunder or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to existunder any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and
(d) In case an Event of Default arising therefrom will shall occur and be deemed continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.2, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and
(e) From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Borrower have been cured paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for every purpose out-of-pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of this Note; but no such waiver or rescission and annulment will extend any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to or will affect any subsequent an Event of DefaultDefault by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or will impair realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any right consequent thereonof the Collateral;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 5.2; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Federated Investors Inc /Pa/)
Consequences of Event of Default. (a) If an Event of Default specified under subsections (a) through (l) of Section 9.01 hereof shall occur and be continuing (i) the Facility A Banks shall be under no further obligation to make Revolving Credit Loans or Facility A Term Loans, issue Letters of Credit or enter into Escrow Agreements hereunder and the Facility B Banks shall be under no further obligation to make Facility B Loans (provided that, so long as a Simple Majority of the Banks do not accelerate the Notes pursuant to clause (ii) below, a Required Majority of Facility A Banks may continue to bind the Facility A Banks to make Revolving Credit Loans or Facility A Term Loans, issue Letters of Credit and enter into Escrow Agreements to the extent the Required Majority of Facility A Banks agree upon at the time by sending written notice of such election to the other Facility A Banks and all of the Facility A Banks shall be bound by such agreement) and (ii) upon the request of a Simple Majority of the Banks, the Agent shall by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (iii) upon the request of a Simple Majority of Facility A Banks, the Agent shall require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit and obligations under Escrow Agreements, and the Borrower hereby pledges to the Agent and the Facility A Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Majority of Facility A Banks, the Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (m) or (n) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans, issue Letters of Credit or enter into Escrow Agreements hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Loan Parties to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Loan Parties hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 11.11(b) hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Loan Parties, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Loan Parties by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Loan Parties for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Loan Parties is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and
(d) If an Event of Default shall occur and be continuing and the Agent shall have accelerated the maturity of Loans of the Borrower or such Loans otherwise shall have been accelerated pursuant to any of the foregoing provisions of this Section 9.02, the Agent, at the request of a Simple Majority of the Banks, will proceed to protect and enforce its and the Banks' rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or the Banks; and (e) In addition to the other remedies set forth in this Section 9.02, as provided in Section 7.01(b) and 7.02 hereof, the occurrence of an Event of DefaultDefault hereunder shall constitute a Security Event, entitling the Company will promptly deliver written notice thereof Agent to record all Collateral Documents; (f) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 upon the authorization of a Simple Majority of the Banks and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the collateral under the Collateral Documents, if any, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on such collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, such collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of such collateral; (ii) second, to the Holder. If one or more Events repayment of Default will have occurred all Indebtedness then due and be continuing (whatever unpaid of the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect Loan Parties to the Company Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its Subsidiaries)discretion, unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions provided that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with such proceeds shall first be allocated to the Facility A Banks as a group and to each Borrowing Tranche of Facility B Banks as a group based on the amount of principal interest and other obligations (including any judgment unreimbursed obligations under outstanding Letters of Credit or decree Escrow Agreements or obligations to Cash Collateralize any Letters of a court Credit or Escrow Agreements) due to each of competent jurisdiction these groups of Banks and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice after giving effect to the Companyallocation in clause (1) payments of principal and interest and other amounts shall be allocated to the Banks within each group of Banks described in clause (1) on a pro rata basis as set forth in Section 4.02; and (iii) the balance, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to existif any, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonas required by Law.
Appears in 1 contract
Consequences of Event of Default. Sections 8.02(a) and (b) are amended to read in their entirety as follows:
(a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) abovethrough (k) or item (n) or (o) of Section 8.01 shall occur and be continuing, howeverthe Lenders shall be under no further obligation to make Loans hereunder, is subject the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder and the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableAgent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Notes then outstanding and all defaults or Events interest accrued thereon, any unpaid fees and all other Indebtedness of Default with respect the Borrower to this Note the Lenders, the Agent and rescind the Issuing Bank to be forthwith due and annul such declaration and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the Issuing Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; provided, however, that no acceleration will occur under any agreement creating a Derivative unless that agreement, by its own terms provides for such acceleration; and"
(b) If any Event of Default arising therefrom specified in item (l) or (m) of Section 8.01 shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the Issuing Bank and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the sixty (60) day period referred to in item (l) the Lenders shall be under no further obligation to make Loans and the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit; provided, however, that no acceleration will be deemed to have been cured occur under any agreement creating a Derivative unless that agreement, by its own terms provides for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.acceleration
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of If an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events Default specified under any of Default will have occurred CLAUSES (a) THROUGH (g) OR (j) THROUGH (l) OF SECTION 9.01 shall occur and be continuing continuing, Lender may (whatever i) declare all of the reason Loans, together with interest thereon, plus the Applicable Premium and all other liabilities of Borrower hereunder and under the other Operative Documents to be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and (ii) terminate any commitment to make the Loans and terminate any commitment to advance money or extend credit to or for such the benefit of Borrower pursuant to any other agreement or commitment extended by a Lender to Borrower.
(b) If an Event of Default specified under CLAUSE (h) OR (i) OF SECTION 9.01 shall occur, then immediately and whether it will be voluntary without notice (i) the Loans, together with interest thereon, plus the Applicable Premium and all other liabilities of Borrower hereunder and under the other Operative Documents shall automatically become due and payable, without presentment, demand, protest or involuntary notice of any kind, all of which are hereby expressly waived, and (ii) Lender's commitments hereunder to make the Loans and any other commitment of Lender to Borrower to advance money or be effected by operation of law or extend credit pursuant to any judgment, decree other agreement or order commitment shall be terminated.
(c) Borrower expressly agrees that the amount due and payable upon any such acceleration or prepayment of any court the Loans contrary to the terms hereof shall include a Applicable Premium as of the date of such acceleration or any order, rule or regulation of any Governmental Authority), then, and in each and every such case prepayment (other than except for an Event of Default specified in Section 2.4(g) 9.01 h, i, j, k or Section 2.4(h) with respect to the Company or any of its Subsidiariesl), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) abovethrough (k) or item (n) or (o) of Section 8.01 shall occur and be continuing, howeverthe Lenders shall be under no further obligation to make Loans hereunder, is subject the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder and the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableAgent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Notes then outstanding and all defaults or Events interest accrued thereon, any unpaid fees and all other Indebtedness of Default with respect the Borrower to this Note the Lenders, the Agent and rescind the Issuing Bank to be forthwith due and annul such declaration and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the Issuing Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and
(b) If any Event of Default arising therefrom will specified in item (l) or (m) of Section 8.01 shall occur, the Lenders shall be deemed under no further obligations to make Loans hereunder, the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the Issuing Bank and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the sixty (60) day period referred to in item (l) the Lenders shall be under no further obligation to make Loans and the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit; and
(c) If an Event of Default shall occur and be continuing, any Lender, the Agent or the Issuing Bank to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, and any branch, subsidiary or affiliate of such Lender, Agent or Issuing Bank anywhere in the world shall each have been cured the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Document, any debt owing to, and any other funds held in any manner for every purpose of the account of, the Borrower by such Lender, the Agent or the Issuing Bank or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or the Issuing Bank or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the Issuing Bank shall have made any demand under this Note; but no Agreement or any other Loan Document, whether or not such waiver or rescission and annulment will extend debt owing to or will affect funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any subsequent other security, right or remedy available to any Lender, the Agent or the Issuing Bank; and
(d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the Issuing Bank and the Lenders shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent, the Issuing Bank and the Lenders under the Loan Documents or applicable Law; and
(e) Upon the occurrence of any Event of DefaultDefault described in the foregoing Sections 8.01(l) or (m) or upon the declaration by the Required Lenders of any other Event of Default and the termination of the Revolving Credit Commitments, the obligation of the Issuing Bank to issue or amend Letters of Credit shall terminate, the Issuing Bank or the Agent may provide written demand to any beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, or will impair shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any right consequent thereonkind, all of which are hereby expressly waived by the Borrower; provided that the foregoing -------- shall not affect in any way the obligations of the Lenders to purchase from the Issuing Bank participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.18(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the Issuing Bank over which the Agent shall have sole dominion and control of withdrawals (the "Letter of Credit Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the Issuing Bank in the event of any drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Letter of Credit Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such amounts held by the Agent to reimburse the Issuing Bank for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Letter of Credit Cash Collateral Account any amounts described above is canceled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Letter of Credit Cash Collateral Account designated to reimburse the Issuing Bank for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Obligations, and second, to the payment of any excess, to the Borrower.
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if through (1) rescission would not conflict with any judgment or decree item (o) or (p) of a court Section 8.01 hereof shall occur and be continuing, the Lenders shall be under no further obligation to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of competent jurisdiction Credit hereunder and (2) any the Agent may, and all existing Events of Default under this Note, other than upon the nonpayment request of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Notes then outstanding and all defaults or Events interest accrued thereon, any unpaid fees and all other Indebtedness of Default with respect the Borrower to this Note the Lenders, the Agent and rescind the L/C Issuer hereunder and annul such declaration under the other Loan Documents to be forthwith due and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and
(b) If any Event of Default arising therefrom will specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be deemed under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and
(c) If an Event of Default shall occur and be continuing, any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have been cured the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Document, any debt owing to, and any other funds held in any manner for every purpose of the account of, the Borrower by such Lender, the Agent or the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or the L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Note; but no Agreement or any other Loan Document, whether or not such waiver or rescission and annulment will extend debt owing to or will affect funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any subsequent other security, right or remedy available to any Lender, the Agent or the L/C Issuer; and
(d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer and the Lenders shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent, the L/C Issuer and the Lenders under the Loan Documents or applicable Law; and
(e) Upon the occurrence of any Event of DefaultDefault described in the foregoing Sections 8.01(m) or (n) or upon the declaration by the Required Lenders of any other Event of Default and the termination of the Revolving Credit Commitments, the obligation of the L/C Issuer to issue or amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to any beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, or will impair shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any right consequent thereonkind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "CASH COLLATERAL ACCOUNT") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and second, to the payment of any excess, to the Borrower.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Rmi Titanium Co)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more 8.2.1 Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary Other Than Bankruptcy, Insolvency or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payableReorganization Proceedings. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs under Sections 8.1.1 through 8.1.13 shall occur and is be continuing, 100% the Banks, the Issuing Banks and the Administrative Agent shall be under no further obligation to make Revolving Credit Loans or Swing Loans or issue Letters of Credit, as the case may be (and the Administrative Agent shall not make any Swing Loans without the consent of the outstanding principal Required Banks nor shall any Issuing Bank issue any Letter of this Note will become and will automatically be immediately due and payable Credit without any action on the part consent of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableRequired Banks), and before any judgment or decree for the payment Administrative Agent may, and upon the request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Banks shall, by written notice to the CompanyBorrower, may waive take one or more of the following actions: (i) terminate the Commitments and thereupon the Commitments shall be terminated and of no further force and effect, or (ii) declare the unpaid principal amount of the Revolving Credit Loans and Swing Loans then outstanding and all defaults interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default with respect to this Note and rescind and annul the satisfaction of the Required Banks, the Administrative Agent shall return such declaration and its consequences and such default will cease cash collateral to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Notethe Borrower; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.and
Appears in 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection items (a) abovethrough (l) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, howeverthe Lenders shall be under no further obligation to make Revolving Credit Loans hereunder, is subject the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableSwingline Lender shall be under no further obligation to make Swingline Loans hereunder, and before any judgment or decree for the payment Agent may, and upon the request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the CompanyBorrower, may waive terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Notes then outstanding and all defaults interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent, the L/C Issuer or Events of Default with respect the Swingline Lender hereunder and under the other Loan Documents to this Note be forthwith due and rescind and annul such declaration and its consequences and such default will cease to existpayable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent, the L/C Issuer and the Swingline Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and
(b) If any Event of Default arising therefrom will specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be deemed under no further obligations to make Revolving Credit Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Swingline Lender shall be under no further obligation to make Swingline Loans hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent, the L/C Issuer and the Swingline Lender hereunder and under the other Loan Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Revolving Credit Loans, the L/C 65 Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Swingline Lender shall be under no further obligation to make Swingline Loans hereunder; and
(c) If an Event of Default shall occur and be continuing, any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent, L/C Issuer or Swingline Lender and any branch, subsidiary or affiliate of such Lender, Agent, L/C Issuer or Swingline Lender anywhere in the world shall each have been cured the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Document, any debt owing to, and any other funds held in any manner for every purpose of the account of, the Borrower by such Lender, Agent, L/C Issuer or Swingline Lender or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, Agent, L/C Issuer or Swingline Lender or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent, the L/C Issuer or the Swingline Lender shall have made any demand under this Note; but no Agreement or any other Loan Document, whether or not such waiver or rescission and annulment will extend debt owing to or will affect funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any subsequent other security, right or remedy available to any Lender, the Agent, the L/C Issuer or the Swingline Lender; and
(d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer, the Swingline Lender and the Lenders shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Agent, the L/C Issuer, the Swingline Lender and the Lenders under the Loan Documents or applicable Law; and
(e) Upon the occurrence of any Event of DefaultDefault described in the foregoing Sections 8.01(m) or (n) or upon the declaration by the Required Lenders of any other Event of Default and the termination of the Revolving Credit Commitments, the obligation of the L/C Issuer to issue or amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to any beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and an amount equal to the maximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, or will impair shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any right consequent thereonkind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "CASH COLLATERAL ACCOUNT") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and second, to the payment of any excess, to the Borrower.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Pitt Des Moines Inc)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(gunder and of clauses (a) through (g) or (j) or (k) of Section 2.4(h9.01 shall occur and be continuing, Lender may (i) declare the Loans, together with interest thereon, plus the Applicable Premium (which, if any acceleration takes place prior to January 1, 2002 shall be equal to the Applicable Premium which would be calculated in accordance with clause (ii) of the definition of Applicable Premium upon a prepayment occurring on the date of acceleration), plus the Non-Utilization Fee due under Section 2.05 with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% unfunded portion of the outstanding principal Credit Amount (which shall be calculated as of this Note will become the date of the occurrence of the Event of Default if the Commitment Termination Date has not yet occurred) and will automatically all other liabilities of the Borrowers hereunder and under the other Operative Documents to be immediately due and payable payable, without presentment, demand, protest or further notice of any action on kind, all of which are hereby expressly waived, and (ii) terminate its commitment to make the part Loans and terminate any commitment to advance money or extend credit to or for the benefit of the HolderBorrowers pursuant to any other agreement or commitment extended by Lender to Borrowers.
(b) Subsection If an Event of Default specified under clause (ah) aboveor (i) of Section 9.01 shall occur, howeverthen immediately and without notice (i) the Loans, is subject together with interest thereon, plus the Applicable Premium (which, if any acceleration takes place prior to January 1, 2002 shall be equal to the conditions that ifApplicable Premium which would be calculated in accordance with clause (ii) of the definition of Applicable Premium upon a prepayment occurring on the date of acceleration), at plus the Non-Utilization Fee due under Section 2.05 with respect to any time after unfunded portion of the outstanding principal Credit Amount (which shall be calculated as of this Note will have been so declared the date of the occurrence of the Event of Default if the Commitment Termination Date has not yet occurred), and all other liabilities of the Borrowers hereunder and under the other Operative Documents shall automatically become due and payable, and before without presentment, demand, protest or notice of any judgment or decree for the payment kind, all of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by accelerationwhich are hereby expressly waived, and if (1ii) rescission would not conflict with Lender's commitment hereunder to make the Loan and any judgment or decree other commitment of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice Lender to the Company, may waive all defaults Borrowers to advance money or Events of Default with respect extend credit pursuant to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will other agreement or commitment shall be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonterminated.
Appears in 1 contract
Samples: Senior Secured Loan Agreement (Chadmoore Wireless Group Inc)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified under subsections (a) through (m) of Section 9.1 hereof shall occur and be continuing, the Agent and the Banks shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the Agent may, and upon the request of the Required Banks shall, (i) by written notice to the Borrowers, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Co-Borrowers to, and the Co-Borrowers shall thereupon, deposit in Section 2.4(ga non-interest-bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Co-Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall return such cash collateral to the Co-Borrowers; and
(b) If an Event of Default specified under subsections (n) or (o) of Section 2.4(h) with respect 9.1 hereof shall occur, the Banks shall be under no further obligation to make Loans hereunder, and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Company or any of its Subsidiaries occurs Banks hereunder and is continuing, 100% of the outstanding principal of this Note will become and will automatically thereunder shall be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and the Agent may, and upon the request of the Required Banks shall, require the Co-Borrowers to provide cash collateral as set forth in Section 9.2(a)(ii); and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof, and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world, shall have the right, in addition to all other rights and remedies available to it, without notice to Borrowers or such Loan Party, to set off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrowers and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrowers or such other Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrowers or such other Loan Party for its own account (but not including funds held in custodian or trust accounts or payroll withholding tax accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrowers or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any security, right or remedy available to any Bank or the Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrowers pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and
(e) From and after the date on which the Agent has taken any action on the part pursuant to this Section 9.2 and until all obligations of the HolderLoan Parties have been paid in full, any and all proceeds received by the Agent, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with collection of any obligations of any of the Loan Parties under any of the Loan Documents;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion; and
(iii) the balance, if any, as required by Law.
(bf) Subsection (a) aboveIn addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, howeverthe Agent shall have all of the rights and remedies under applicable Law, is subject all of which rights and remedies shall be cumulative and nonexclusive, to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableextent permitted by Law. The Agent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter providedRequired Banks shall, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and exercise all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice post-default rights granted to the Company, may waive all defaults Agent and the Banks under the Loan Documents or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonapplicable Law.
Appears in 1 contract
Consequences of Event of Default. (a) If an Event of Default specified under subsections (a) through (m) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (n) or (o) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holderexecution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Agent may request in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. If one or more Events Without limiting the generality of Default will have occurred and be continuing (whatever the reason for such Event foregoing, the Borrower agrees that in the event the Agent on behalf of Default and whether it will be voluntary or involuntary or be effected by operation of law the Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any judgmentother action in connection with any of the Collateral, decree the Borrower shall execute and deliver (or order cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Agent and any other necessary persons in making any application for the prior consent or approval of any court Official Body or any order, rule or regulation other person to the exercise by the Agent on behalf of the Banks of any Governmental Authority)of such rights relating to all or any of the Collateral. Furthermore, thenbecause the Borrower agrees that the remedies at law, of the Agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in each damages, the Borrower agrees that the covenants of Sections 8.01(f) and every such case 9.02(g) may be specifically enforced.
(other than h) Upon the occurrence and continuance of an Event of Default specified in Section 2.4(gDefault, the Agent may request, without limiting the rights and remedies of the Agent on behalf of the Banks otherwise provided hereunder and under the other Loan Documents, that the Borrower do any of the following: (i) or Section 2.4(h) with respect give the Agent on behalf of the Banks specific assignments of the accounts receivable of the Borrower and each Subsidiary after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be satisfactory to the Company Agent, (ii) immediately notify the Agent if any of such accounts receivable arise out of contracts with the U.S. Government or any of its Subsidiaries)department, unless agency or instrumentality thereof, and execute any instruments and take any steps required by the principal of this Note will have already Agent in order that all moneys due and to become due under such contract shall be assigned (to the extent permitted by law) to the Agent on behalf of the Banks and payablenotice thereof given to the government under the Federal Assignment of Claims Act, if applicable, or any other applicable law or regulation; and in order to better secure the Holder mayAgent on behalf of the Banks, in relation to such accounts receivable, and (iii) to the extent permitted by notice Law, enter into such lockbox agreements and establish such lockbox accounts as the Agent may require, with the local banks in areas in which the Borrower and its Subsidiaries may be operating (in such cases, all local lockbox accounts shall be depository transfer accounts entitled "In trust for PNC Bank, National Association, as Agent") which shall have agreed in writing to the Company, declare 100% Agent's requirements for the handling of such accounts and the transfer of account funds to the Agent on behalf of the outstanding principal of this Note to be due and payable immediatelyBanks, all at the Borrower's sole expense, and upon any such declaration the same will become shall direct all payments from Medicare, Medicaid, Blue Cross and will automatically be immediately Blue Shield, private payors, health maintenance organizations, all commercial payors and all other payors due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company Borrower or any of its Subsidiaries occurs and is continuingSubsidiary, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holderto such lockbox accounts.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (k) of Section 2.4(g) or Section 2.4(h) 8.1 hereof shall occur and be continuing, with respect the consent of the Required Banks, the Agent may, and upon the request of the Required Banks, the Agent shall by written notice to the Company or any of its Subsidiaries occurs and is continuingBorrower, 100% declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness of this Note will the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any action on the part other notice of the Holder.any kind, all of which are hereby expressly waived; and
(b) Subsection If an Event of Default specified under subsections (al) aboveor (m) of Section 8.1 hereof shall occur, howeverthe unpaid principal amount of the Notes then outstanding and all interest accrued thereon, is subject any unpaid fees and all other Indebtedness of the Borrower to the conditions that if, at any time after the outstanding principal of this Note will have been so declared Banks hereunder and thereunder shall be immediately due and payable, and before without presentment, demand, protest or notice of any judgment or decree for the payment kind, all of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if which are hereby expressly waived; and
(1c) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under this Noteany other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.11 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other than the nonpayment of the principal on this Note that will have become due solely by such accelerationrights and remedies available to it, will have been cured or waived, then and in every such case the Holder, by written without notice to the CompanyBorrower, may waive to set-off against and apply to the then unpaid balance of all defaults the Term Loans and all other obligations of the Borrower hereunder or Events under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Bank or the Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of the Term Loans of the Borrower pursuant to any of the foregoing provisions of this Section 8.2, the Agent or any Bank, if owed any amount with respect to the Notes, may, after obtaining the consent of the Required Banks, proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Note Agreement or the Notes, including as permitted by applicable Law the obtaining of the appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and
(e) In addition to all of the rights and rescind remedies contained in this Agreement or in any of the other Loan Documents, the Agent and annul such declaration the Banks shall have all of the rights and its consequences remedies of a creditor under applicable Law, all of which rights and such default will cease remedies shall be cumulative and non-exclusive, to existthe extent permitted by Law. The Agent may, and any Event upon the request of Default arising therefrom will be deemed the Required Banks shall, exercise all post-default rights granted to have been cured for every purpose of this Note; but no such waiver the Agent and the Banks under the Loan Documents or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonapplicable Law.
Appears in 1 contract
Samples: Term Loan Agreement (Pg Energy Inc)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified under subsections (a) through (m) of Section 9.1 hereof shall occur and be continuing, the Agent and the Banks shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the Agent may, and upon the request of the Required Banks shall, (i) by written notice to the Borrowers, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Co-Borrowers to, and the Co-Borrowers shall thereupon, deposit in Section 2.4(ga non-interest-bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Co-Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall return such cash collateral to the Co-Borrowers; and
(b) If an Event of Default specified under subsections (n) or (o) of Section 2.4(h) with respect 9.1 hereof shall occur, the Banks shall be under no further obligation to make Loans hereunder, and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Company or any of its Subsidiaries occurs Banks hereunder and is continuing, 100% of the outstanding principal of this Note will become and will automatically thereunder shall be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and the Agent may, and upon the request of the Required Banks shall, require the Co-Borrowers to provide cash collateral as set forth in Section 9.2(a)(ii); and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof, and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world, shall have the right, in addition to all other rights and remedies available to it, without notice to Borrowers or such Loan Party, to set off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrowers and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrowers or such other Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrowers or such other Loan Party for its own account (but not including funds held in custodian or trust accounts or payroll withholding tax accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrowers or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any security, right or remedy available to any Bank or the Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrowers pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and
(e) From and after the date on which the Agent has taken any action on the part pursuant to this Section 9.2 and until all obligations of the HolderLoan Parties have been paid in full, any and all proceeds received by the Agent, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with collection of any obligations of any of the Loan Parties under any of the Loan Documents;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion; and
(iii) the balance, if any, as required by Law.
(bf) Subsection In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents (a) aboveincluding the Mortgages, howeverthe Pledge Agreement and the Security Agreement), is subject the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and nonexclusive, to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableextent permitted by Law. The Agent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter providedRequired Banks shall, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and exercise all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice post-default rights granted to the Company, may waive all defaults Agent and the Banks under the Loan Documents or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonapplicable Law.
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder1.4.1. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) 1.3.4 or Section 2.4(h) 1.3.5 with respect to the Company or any of its SubsidiariesCompany), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) 1.3.4 or Section 2.4(h) 1.3.5 with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if1.4.2. If, at any time after the outstanding principal of this Note will have been so declared due and payablepayable as a result of an Event of Default, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Atlas Lithium Corp)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection under subsections (a) abovethrough (h), however(j) through (m) or subsection (p) of Section 9.01 shall occur and be continuing, is subject the Lenders and the Agents shall be under no further obligation to make Loans and (i) the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payableAdministrative Agent may, and before any judgment or decree for upon the payment request of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the HolderRequired Lenders shall, by written notice to the Company, may waive cancel the Commitments, and (ii) the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to the Company, declare the unpaid principal amount of the Revolving Credit Loans and Swing Loans then outstanding and all defaults interest accrued thereon, any unpaid Fees and all other Obligations of the Borrowers to the Lenders, and the Swing Lenders to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or Events any other notice of any kind, all of which are hereby expressly waived; and
(b) If an Event of Default specified under subsections (i), (n) or (o) of Section 9.01 shall occur, the Commitments shall automatically terminate and be of no further force and effect, the Agents, the Lenders and the Swing Lenders shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid Fees and all other Obligations of the Borrowers to the Agents, the Lenders and the Swing Lenders shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, the Agents, any Lender or Swing Lender to whom any Obligation is owed by any Borrower hereunder or under any other Loan Document or any participant of such Lender, Swing Lender which has agreed in writing to be bound by the provisions of Section 10.12 and any branch, Subsidiary or Affiliate (including any Lending Office) of such Lender, Swing Lender or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations of the Borrowers under any Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrowers by such Lender, Swing Lender or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by any of the Borrowers for its own account (but not including funds held in custodian or trust accounts) with such Lender, Swing Lender or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Agent, Lender or Swing Lender shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of any of the Borrowers is or are matured or unmatured, regardless of any difference between the currency of the Loans or other Obligations and the currency of such debt owing to or funds held for the account of the Borrowers, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Agent, Lender or Swing Lender; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Revolving Credit Loans and Swing Loans to the Borrowers pursuant to any of the foregoing provisions of this Section 9.02, any Agent, or any Lender or any Swing Lender, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Note Agreement or any of the Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Agent or such Lender or such Swing Lender; and
(e) From and rescind after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and annul until all Obligations of the Borrowers have been paid in full, any and all proceeds received by the Administrative Agent from the exercise of any remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent, the Arranger, the Documentation Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the Administrative Agent, the Arranger, the Documentation Agent and the Lenders in connection with the collection of any Obligations of any of the Borrowers under any of the Loan Documents;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrowers to the Agents, the Lenders and the Swing Lenders incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such declaration manner as the Administrative Agent may determine in its discretion; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and its consequences remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent shall have all of the rights and such default will cease remedies under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to existthe extent permitted by Law. The Administrative Agent may, and any Event upon the request of Default arising therefrom will be deemed the Required Lenders shall, exercise all post-default rights granted to have been cured for every purpose of this Note; but no such waiver the Administrative Agent and the Lenders under the Loan Documents or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereonapplicable Law.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility (Borders Group Inc)
Consequences of Event of Default. (a) Upon If an Event of Default specified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived,; and
(b) If an Event of Default specified under subsections (p) or (q) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other fund held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Administrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -- ----- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and 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 or other applicable Law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holderexecution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may request in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. If one Without limiting the generality of the foregoing, the Borrower agrees that in the event the Administrative Agent or more Events the Collateral Agent on behalf of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any judgmentother action in connection with any of the Collateral, decree the Borrower shall execute and deliver (or order cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Administrative Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Administrative Agent and the Collateral Agent and any other necessary persons in making any application for the prior consent or approval of any court Official Body or any order, rule other person to the exercise by the Administrative Agent or regulation the Collateral Agent on behalf of the Banks of any Governmental Authority)of such rights relating to all or any of the Collateral. Furthermore, thenbecause the Borrower agrees that the remedies at law, of the agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in each damages, the Borrower agrees that the covenants of Sections 8.01(f) and every such case 9.02(g) may be specifically enforced.
(other than h) Upon the occurrence and continuance of an Event of Default specified in Section 2.4(gDefault, the Administrative Agent may request, without limiting the rights and remedies of the Administrative Agent on behalf of the Banks otherwise provided hereunder and under the other Loan Documents, that the Borrower do any of the following: (i) or Section 2.4(h) with respect give the Collateral Agent on behalf of the Banks specific assignments of the accounts receivable of the Borrower and each Subsidiary after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be satisfactory to the Company Collateral Agent and the Administrative Agent, (ii) immediately notify the Administrative Agent if any of such accounts receivable arise out of contracts with the U.S. Government or any of its Subsidiaries)department, unless agency or instrumentality thereof, and execute any instruments and take any steps required by the principal of this Note will have already Administrative Agent in order that all moneys due and to become due under such contract shall be assigned (to the extent permitted by law) to the Collateral Agent on behalf of the Banks and payablenotice thereof given to the government under the Federal Assignment of Claims Act, if applicable, or any other applicable law or regulation; and in order to better secure the Holder mayCollateral Agent on behalf of the Banks, in relation to such accounts receivable, and (iii) to the extent permitted by notice Law, enter into such lockbox agreements and establish such lockbox accounts as the Administrative Agent may require, with the local banks in areas in which the Borrower and its Subsidiaries may be operating (in such cases, all local lockbox accounts shall be depository transfer accounts entitled "In trust for PNC Bank, National Association, as Collateral Agent") which shall have agreed in writing to the Company, declare 100% Collateral Agent's requirements for the handling of such accounts and the transfer of account funds to the Collateral Agent on behalf of the outstanding principal of this Note to be due and payable immediatelyBanks, all at the Borrower's sole expense, and upon any such declaration the same will become shall direct all payments from Medicare, Medicaid, Blue Cross and will automatically be immediately Blue Shield, private payors, health maintenance organizations, all commercial payors and all other payors due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company Borrower or any of its Subsidiaries occurs and is continuingSubsidiary, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holderto such lockbox accounts.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more 9.2.1 Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary Other Than Bankruptcy, Insolvency or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payableReorganization Proceedings. ----------------------------------------- If an Event of Default specified in Section 2.4(gunder Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) or Section 2.4(h) with respect by written notice to the Company or any of its Subsidiaries occurs Borrower and is continuingthe Co-Borrower, 100% declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness of this Note will the Borrower and the Co-Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that ifAdministrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower and the Co-Borrower to, and the Borrower and the Co-Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time after the thereafter available to be drawn on all outstanding principal Letters of this Note will have been so declared due and payableCredit, and before any judgment or decree for the payment of Borrower and the monies due will have been obtained or entered as hereinafter provided, Co-Borrower hereby pledge to the Company will pay or will deposit with Administrative Agent and the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by accelerationLenders, and if (1) rescission would not conflict with any judgment or decree grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the curing of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than to the nonpayment satisfaction of the principal on this Note that will have become due solely by Required Lenders, the Administrative Agent shall return such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice cash collateral to the Company, may waive all defaults or Events of Default with respect to this Note Borrower and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Notethe Co-Borrower; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.and
Appears in 1 contract
Samples: Credit Agreement (Rent Way Inc)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (g) of Section 2.4(g) or Section 2.4(h) with respect 91 shall occur and be continuing, no Bank shall have any further obligation to make Loans hereunder and the Agent, upon the request of the Required Banks, shall by written notice to the Company Borrower take any or any of its Subsidiaries occurs and is continuing, 100% all of the following actions: (i) terminate the Commitments, (ii) declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of this Note will all outstanding Letters of Credit of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that ifAgent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an amount equal to the maximum amount currently or at any time after the thereafter available to be drawn on all outstanding principal Letters of this Note will have been so declared due and payableCredit, and before any judgment or decree for the payment of Borrower hereby pledges to the monies due will have been obtained or entered as hereinafter provided, Agent and the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by accelerationBanks, and if grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (1x) rescission would not conflict with any judgment or decree the curing of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than to the nonpayment satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall return such cash collateral to the Borrower; and
(b) if an Event of Default specified under subsections (h) or (i) of Section 91 shall occur, the Banks shall have no further obligation to make Loans hereunder, the Commitments shall without any further action terminate and the unpaid principal on this Note that will amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 1014 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have become due solely by such accelerationthe right, will have been cured or waivedin addition to all other rights and remedies available to it, then and in every such case the Holder, by written without notice to the CompanyBorrower, may waive to set off against and apply to the then unpaid balance of all defaults the Loans and all other obligations of the Borrower hereunder or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to existunder any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and
(d) In case an Event of Default arising therefrom will shall occur and be deemed continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 92, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become -- ----- due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and
(e) From and after the date on which the Agent has taken any action pursuant to this Section 92 and until all obligations of the Borrower have been cured paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows:
(i) first, to reimburse the Agent and the Banks for every purpose out-of- pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of this Note; but no such waiver or rescission and annulment will extend any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to or will affect any subsequent an Event of DefaultDefault by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or will impair realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any right consequent thereonof the Collateral;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents and advances made to cure defaults under the Subordinated Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 52; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Federated Investors Inc /Pa/)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will shall promptly deliver written notice thereof to the Holder. If one or more Events of Default will shall have occurred and be continuing (whatever the reason for such Event of Default and whether it will shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h2.4(j) with respect to the Company or any of its Significant Subsidiaries), unless the principal of this the Note will shall have already become due and payable, the Holder may, may by notice in writing to the Company, declare 100% of the outstanding principal of this of, and accrued and unpaid interest on, the Note to be due and payable immediately, and upon any such declaration the same will shall become and will shall automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g2.4(i) or Section 2.4(h2.4(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the outstanding principal of this of, and accrued and unpaid interest on, the Note will shall become and will shall automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this the Note will shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due will shall have been obtained or entered as hereinafter provided, the Company will shall pay or will shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of this the Note that will shall have become due otherwise than by accelerationacceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this the Note, other than the nonpayment of the principal of and accrued and unpaid interest on this the Note that will shall have become due solely by such acceleration, will shall have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults Default or Events of Default with respect to this the Note and rescind and annul such declaration and its consequences and such default will Default shall cease to exist, and any Event of Default arising therefrom will shall be deemed to have been cured for every purpose of this the Note; but no such waiver or rescission and annulment will shall extend to or will shall affect any subsequent Event of Default, or will shall impair any right consequent thereon.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Ctrip Com International LTD)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (f) of Section 2.4(g7.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make a Bid Loan for any accepted Bids hereunder and each Bank (i) or Section 2.4(h) with respect by written notice to the Company or any Borrower, declare the unpaid principal amount of its Subsidiaries occurs Bid Loan Note then outstanding and is continuingall interest accrued thereon, 100% any unpaid fees and all other Indebtedness of the outstanding principal of this Note will Borrower to such Bank hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable to such Bank without presentment, demand, protest or any action on the part other notice of the Holder.any kind, all of which are hereby expressly waived; and
(b) Subsection If an Event of Default specified under subsections (ag) aboveor (h) of Section 7.01 hereof shall occur, howeverthe Banks shall be under no further obligations to make a Bid Loan
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is subject owed by the Borrower hereunder or under any other Loan Document and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the conditions that ifBorrower, to set-off against and apply to the then unpaid balance of all the Bid Loans and all other obligations of the Borrower hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Banks shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Banks; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Banks shall have accelerated the maturity of Bid Loans of the Borrower pursuant to any of the foregoing provisions of this Section 7.02, any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any time covenant or agreement contained in this Agreement or the Bid Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Banks or such Bank; and
(e) From and after the outstanding principal date on which a Bank has taken any action pursuant to this Section 7.02 and until all obligations of this Note will the Borrower have been so declared due and payablepaid in full, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events proceeds received by a Bank from the exercise of Default any remedy by a Bank, shall be applied as follows:
(i) first, to reimburse the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Banks in connection with collection of any obligations of the Borrower under any of the Loan Documents;
(ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Note, other than the nonpayment Agreement or any of the principal on this Note that will have become due solely by Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such acceleration, will have been cured or waived, then and manner as the Banks may determine in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Notediscretion; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.and
Appears in 1 contract
Samples: Discretionary Credit Agreement (Aristech Chemical Corp)
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (h) of Section 2.4(g) or Section 2.4(h) with respect 9.1 shall occur and be continuing, no Bank shall have any further obligation to make Loans hereunder and the Agent, upon the request of the Required Banks, shall by written notice to the Company Borrower take any or any of its Subsidiaries occurs and is continuing, 100% all of the following actions: (i) terminate the Commitments, (ii) declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of this Note will all outstanding Letters of Credit of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that ifAgent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an amount equal to the maximum amount currently or at any time after the thereafter available to be drawn on all outstanding principal Letters of this Note will have been so declared due and payableCredit, and before any judgment or decree for the payment of Borrower hereby pledges to the monies due will have been obtained or entered as hereinafter provided, Agent and the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by accelerationBanks, and if grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (1x) rescission would not conflict with any judgment or decree the curing of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than to the nonpayment satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall return such cash collateral to the Borrower; and if an Event of Default specified under subsections (i) or (j) of Section 9.1 shall occur, the Banks shall have no further obligation to make Loans hereunder, the Commitments shall without any further action terminate and the unpaid principal on this Note that will amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.14 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have become due solely by such accelerationthe right, will have been cured or waivedin addition to all other rights and remedies available to it, then and in every such case the Holder, by written without notice to the CompanyBorrower, may waive to set off against and apply to the then unpaid balance of all defaults the Loans and all other obligations of the Borrower hereunder or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to existunder any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and In case an Event of Default arising therefrom will shall occur and be deemed continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.2, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Borrower have been cured paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: first, to reimburse the Agent and the Banks for every purpose out-of-pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of this Note; but no such waiver or rescission and annulment will extend any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to or will affect any subsequent an Event of DefaultDefault by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or will impair realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any right consequent thereonof the Collateral; second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 5.2; and the balance, if any, as required by Law. In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law.
Appears in 1 contract
Consequences of Event of Default. (a) If an Event of Default specified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (p) or (q) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other fund held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Administrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -- ----- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and 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 or other applicable Law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holder. If one or more Events execution and delivery of Default will have occurred all applications, certificates, instruments, registration statements, and be continuing (whatever all other documents and papers the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order Administrative Agent may request in connection with the obtaining of any court consent, approval, registration, qualification, permit, license, accreditation, or any order, rule or regulation authorization of any Governmental Authority), then, and in each and every such case (other than an Event Official Body or other person necessary or appropriate for the effective exercise of Default specified in Section 2.4(g) any rights hereunder or Section 2.4(h) with respect to under the Company or any other Loan Documents. Without limiting the generality of its Subsidiaries), unless the principal of this Note will have already become due and payableforegoing, the Holder may, by notice Borrower agrees that in writing to the Company, declare 100% of event the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) Administrative Agent or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.the
Appears in 1 contract
Samples: Revolving Credit Facility (Mariner Post Acute Network Inc)
Consequences of Event of Default. (a) If an Event of Default specified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall return such cash collateral to the Borrower; and
(b) If an Event of Default specified under subsections (p) or (q) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other fund held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Administrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -- ----- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and 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 or other applicable Law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holderexecution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may request in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. If one Without limiting the generality of the foregoing, the Borrower agrees that in the event the Administrative Agent or more Events the Collateral Agent on behalf of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any judgmentother action in connection with any of the Collateral, decree the Borrower shall execute and deliver (or order cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Administrative Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Administrative Agent or the Collateral Agent and any other necessary persons in making any application for the prior consent or approval of any court Official Body or any order, rule other person to the exercise by the Administrative Agent or regulation the Collateral Agent on behalf of the Banks of any Governmental Authority), then, and in each and every of such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect rights relating to the Company all or any of its Subsidiaries)the Collateral. Furthermore, unless because the principal Borrower agrees that the remedies at law, of the agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Note will have already become due Section 9.02(g) would be inadequate and payablethat any such failure would not be adequately compensable in damages, the Holder may, by notice in writing to Borrower agrees that the Company, declare 100% covenants of the outstanding principal of this Note to be due Sections 8.01(f) and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.9.02
Appears in 1 contract
Consequences of Event of Default. (a) Upon If an Event of Default specified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived,; and
(b) If an Event of Default specified under subsections (p) or (q) of Section 9.01 hereof shall occur, the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and
(c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Loan party, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Document any debt owing to, and any other fund held in any manner for the account of, such Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Administrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and
(d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and
(e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;
(ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and
(iii) the balance, if any, as required by Law.
(f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and 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 or other applicable Law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law.
(g) Following the occurrence and continuance of an Event of Default, the Company Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver written notice thereof to or cause the Holder. If one or more Events execution and delivery of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgmentall applications, decree or order of any court or any ordercertificates, rule or regulation of any Governmental Authority)instruments, thenregistration statements, and all other documents and papers the Administrative Agent may request in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) connection with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder.
(b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.the
Appears in 1 contract
Consequences of Event of Default. (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in under subsections (a) through (o) of Section 2.4(g) or Section 2.4(h) with respect 9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall by written notice to the Company or any of its Subsidiaries occurs and is continuingBorrower, 100% declare the unpaid principal amount of the Notes then outstanding principal and all interest accrued thereon, any unpaid fees and all other Indebtedness of this Note will the Borrower to the Banks hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and will automatically be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any action on the part other notice of the Holder.any kind, all of which are hereby expressly waived; and
(b) Subsection If an Event of Default specified under subsections (ap) aboveor (q) of Section 9.01 hereof shall occur, howeverthe Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, is subject any unpaid fees and all other Indebtedness of the Borrower to the conditions that if, at any time after the outstanding principal of this Note will have been so declared Banks hereunder and thereunder shall be immediately due and payable, and before without presentment, demand, protest or notice of any judgment or decree for the payment kind, all of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if which are hereby expressly waived; and
(1c) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any If an Event of Default arising therefrom will shall occur and be deemed continuing, any Bank to have been cured for every purpose whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of this Note; but no such waiver or rescission and annulment will extend Bank which has agreed in writing to or will affect any subsequent Event of Default, or will impair any right consequent thereon.be bound by the provisions of
Appears in 1 contract
Samples: Term Loan Facility (Mariner Post Acute Network Inc)
