Common use of Defaults in Other Agreements Clause in Contracts

Defaults in Other Agreements. Any (i) failure of any Loan Party of any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (k) of the definition of “Indebtedness,” any other amount of), including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a)) any Material Indebtedness, in each case beyond the grace period, if any, provided therefor, or (ii) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity provided that with respect to this clause (ii), such default has not been waived by the holders of such Indebtedness. THEN (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of the Required Lenders or at the Administrative Agent’s discretion, upon notice to Holdings by the Administrative Agent (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligations; (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; and (C) the Commitments shall be terminated forthwith.

Defaults in Other Agreements. Any (iA) failure Failure of any Loan Credit Party of or any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (kxi) of the definition of “Indebtedness,” any other amount ofamount), including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a8.1(a)) in an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $50,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (B) breach or default by any Material Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (A) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or (ii) any other event default is to cause, or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) permit the holder or holders of any Material that Indebtedness (or any a trustee on behalf of such holder or agent on its or their behalf holders), to cause any Material cause, that Indebtedness to become due, or be declared due and payable (or subject to require the prepayment, repurchase, redemption a compulsory repurchase or defeasance thereof, redeemable) prior to its scheduled stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, notwithstanding the foregoing, solely with respect to the failures, breaches and defaults set forth in this clause Section 8.1(m) as they relate to the Revolving Credit Agreement in existence as of the Closing Date agented by Xxxxx Fargo Capital Finance LLC, and only if Holdings and its Subsidiaries are at such time holding Available Cash in excess of the amount necessary to satisfy in full all obligations thereunder and under all other Revolving Loan Debt, then any such failure, breach or default under such Revolving Credit Agreement (iiv) that is not related to a failure to pay when due any principal, interest or other amount thereon, (w) that is not related to any bankruptcy, dissolution or insolvency event, (x) with respect to which no party has accelerated payment, terminated commitments or exercised any remedies, (y) for which there is no grace period under the terms of such Revolving Credit Agreement and (z) that but for the applicability of this proviso would create an Event of Default under this Section 8.1(m), shall not create an Event of Default under this Section 8.1(m) until the date that is two Business Days after the date of any such failure, breach or default has not been waived by the holders of under such IndebtednessRevolving Credit Agreement. THEN (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the Required Lenders or at the Administrative Agent’s discretionconsent of) Requisite Lenders, upon notice to Holdings by the Administrative Agent Agent, (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligations; and (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (C) the Commitments shall be terminated forthwith.

Defaults in Other Agreements. Any (i) Prior to the Exit Facility Conversion Date, except for defaults occasioned by the filing of the Chapter 11 Cases and defaults resulting from obligations with respect to which the Bankruptcy Code prohibits any Credit Party from complying or permits any Credit Party not to comply, a default or breach occurs under any agreement, document or instrument entered into either (x) Pre-Petition and which is assumed after the Petition Date or is not subject to the automatic stay provisions of Section 362 of the Bankruptcy Code, or (y) Post-Petition, to which any Credit Party is a party that is not cured within any applicable grace period therefor, and such default or breach (i) involves the failure to make any payment when due in respect of any Indebtedness (other than the Obligations) of any Credit Party in excess of $2,500,000 in the aggregate, or (ii) causes such Indebtedness, or permits any holder of such Indebtedness or a trustee to cause such Indebtedness, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or (ii) (A) On or after the Exit Facility Conversion Date, failure of any Loan Credit Party of or any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (k) of the definition of “Indebtedness,” or any other amount of)amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a8.1(a)) in an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $10,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (B) breach or default by any Material Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (A) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or (ii) any other event default is to cause, or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) permit the holder or holders of any Material that Indebtedness (or any a trustee on behalf of such holder or agent on its or their behalf holders), to cause any Material cause, that Indebtedness to become due, or be declared due and payable (or subject to require the prepayment, repurchase, redemption a compulsory repurchase or defeasance thereof, redeemable) prior to its scheduled stated maturity provided that with respect to this clause (ii), such default has not been waived by or the holders of such Indebtedness. THEN (1) upon the occurrence stated maturity of any Event of Default described in Section 8.01(f) or 8.01(g)underlying obligation, automatically, and (2) upon as the occurrence and during the continuance of any other Event of Default, at the request of the Required Lenders or at the Administrative Agent’s discretion, upon notice to Holdings by the Administrative Agent (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligationsmay be; (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; and (C) the Commitments shall be terminated forthwith.or

Defaults in Other Agreements. Any (i) failure Failure of any Loan Party of or any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (k) of the definition of “Indebtedness,” any other amount ofamount), including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a)) in an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $50.0 million or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Material Loan Party with respect to any other material term of (x) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (i) above or (y) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or (ii) any other event default is to cause, or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) permit the holder or holders of any Material that Indebtedness (or any a trustee on behalf of such holder or agent on its or their behalf holders), to cause any Material cause, that Indebtedness to become due, or be declared due and payable (or subject to require the prepayment, repurchase, redemption a compulsory repurchase or defeasance thereof, redeemable) prior to its scheduled stated maturity provided that with respect to this clause (ii)or the stated maturity of any underlying obligation, such default has not been waived by as the holders of such Indebtednesscase may be. THEN (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of the Required Lenders or at the Administrative Agent’s discretion, upon notice to Holdings by the Administrative Agent (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligations; (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; and (C) the Commitments shall be terminated forthwith.

Defaults in Other Agreements. Any (i) failure Failure of any Loan Credit Party of or any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (k) of the definition of “Indebtedness,” or any other amount of)amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a8.1(a)) in an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $5,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Material IndebtednessCredit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (m)(i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness in an aggregate principal amount of $5,000,000 or greater, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or (ii) any other event default is to cause, or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) permit the holder or holders of any Material that Indebtedness (or any a trustee on behalf of such holder or agent on its or their behalf holders), to cause any Material cause, that Indebtedness to become due, or be declared due and payable (or subject to require the prepayment, repurchase, redemption a compulsory repurchase or defeasance thereof, redeemable) prior to its scheduled stated maturity provided that or the stated maturity of any underlying obligation, as the case may be; or (iii) (v) breach or default by any Credit Party with respect to this clause any term of the Gestene APA to the extent such breach or default causes, or permits a Person to declare a default or event of default under the Gestene APA, (ii)w) the failure of Hologic, such default has not been waived by Inc. or any of its affiliates to perform their respective obligations under the holders Gestene APA if as a result of such Indebtedness. THEN failure, the ability of the Borrower or its Affiliates to manufacture, market, distribute or sell Gestene is materially impaired and the Credit Parties shall not be diligently pursuing all available remedies, or (1y) upon if at any time on or after the occurrence Gestene Transfer Date, Hologic, Inc. or any of its affiliates asserts a claim of ownership with respect to any Gestene related assets of any Event Credit Party or any of Default described in Section 8.01(f) their Subsidiaries and the Credit Parties do not challenge such assertions or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of the Required Lenders consent or at the Administrative Agent’s discretion, upon notice to Holdings by the Administrative Agent (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligationsaffirm such assertions; (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; and (C) the Commitments shall be terminated forthwith.or

Defaults in Other Agreements. Any (iA) failure Failure of any Loan Credit Party of or any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (kxi) of the definition of “Indebtedness,” any other amount ofamount), including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a8.1(a)) in an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $50,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (B) breach or default by any Material Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (A) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or (ii) any other event default is to cause, or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) permit the holder or holders of any Material that Indebtedness (or any a trustee on behalf of such holder or agent on its or their behalf holders), to cause any Material cause, that Indebtedness to become due, or be declared due and payable (or subject to require the prepayment, repurchase, redemption a compulsory repurchase or defeasance thereof, redeemable) prior to its scheduled stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, notwithstanding the foregoing, solely with respect to the failures, breaches and defaults set forth in this clause Section 8.1(m) as they relate to the Revolving Credit Agreement in existence as of the Second Amendment Effective Date agented by UBS AG, New York Branch, and only if Holdings and its Subsidiaries are at such time holding Available Cash in excess of the amount necessary to satisfy in full all obligations thereunder and under all other Revolving Loan Debt, then any such failure, breach or default under such Revolving Credit Agreement (iiv) that is not related to a failure to pay when due any principal, interest or other amount thereon, (w) that is not related to any bankruptcy, dissolution or insolvency event, (x) with respect to which no party has accelerated payment, terminated commitments or exercised any remedies, (y) for which there is no grace period under the terms of such Revolving Credit Agreement and (z) that but for the applicability of this proviso would create an Event of Default under this Section 8.1(m), shall not create an Event of Default under this Section 8.1(m) until the date that is two Business Days after the date of any such failure, breach or default has not been waived by the holders of under such IndebtednessRevolving Credit Agreement. THEN (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the Required Lenders or at the Administrative Agent’s discretionconsent of) Requisite Lenders, upon notice to Holdings by the Administrative Agent Agent, (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligations; and (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (C) the Commitments shall be terminated forthwith.

Defaults in Other Agreements. Any (iA) failure Failure of any Loan Credit Party of or any of their respective Subsidiaries to pay when due any principal of or interest on (or, in respect of any Indebtedness set forth in clause (kxi) of the definition of “Indebtedness,” any other amount ofamount), including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a8.1(a)) in an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $50,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (B) breach or default by any Material Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (A) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or (ii) any other event default is to cause, or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) permit the holder or holders of any Material that Indebtedness (or any a trustee on behalf of such holder or agent on its or their behalf holders), to cause any Material cause, that Indebtedness to become due, or be declared due and payable (or subject to require the prepayment, repurchase, redemption a compulsory repurchase or defeasance thereof, redeemable) prior to its scheduled stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (i) notwithstanding the foregoing, solely with respect to the failures, breaches and defaults set forth in this clause Section 8.1(m) as they relate to the Revolving Credit Agreement in existence as of the Second Amendment Effective Date agented by UBS AG, New York Branch, and only if Holdings and its Subsidiaries are at such time holding Available Cash in excess of the amount necessary to satisfy in full all obligations thereunder and under all other Revolving Loan Debt, then any such failure, breach or default under such Revolving Credit Agreement (v) that is not related to a failure to pay when due any principal, interest or other amount thereon, (w) that is not related to any bankruptcy, dissolution or insolvency event, (x) with respect to which no party has accelerated payment, terminated commitments or exercised any remedies, (y) for which there is no grace period under the terms of such Revolving Credit Agreement and (z) that but for the applicability of this proviso would create an Event of Default under this Section 8.1(m), shall not create an Event of Default under this Section 8.1(m) until the date that is two Business Days after the date of any such failure, breach or default under such Revolving Credit Agreement. and (ii) notwithstanding the foregoing, solely with respect to a failure to comply with any financial covenant applicable to any replacement Revolving Credit Agreement permitted pursuant to Section 6.1(m)(i), such default has not been waived by the holders any Event of Default as a result of such Indebtednessfailure shall not constitute an Event of Default under this Section 8.1(m) until the date on which the Indebtedness under such Revolving Credit Agreement has been declared due and payable in accordance with the provisions of such Revolving Credit Agreement. THEN (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the Required Lenders or at the Administrative Agent’s discretionconsent of) Requisite Lenders, upon notice to Holdings by the Administrative Agent Agent, (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans and (II) the Reimbursement Obligations and all other Obligations; and (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (C) the Commitments shall be terminated forthwith.