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Common use of Defaults Clause in Contracts

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 4 contracts

Samples: Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc)

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Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries Guarantors to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as of which made and applicable, shall not have failed to cure the occurrence causing the representation or warranty to be remedied materially false within three Business Days thirty (30) days after written notice from the Agentthereof by Administrative Agent to Borrower. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Unused Fee or LC Fee within one Business Day after the same becomes five (5) days of when due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or (iii) any other payment obligations obligation under any of the Loan Documents within three Business Days five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)is due. 7.3 The breach by any Borrower or any Guarantor of any of the terms covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent(c) Section 6.7(c). 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or Rate Management Obligations (valued by reference to such greater applicable grace period as is provided in the amount applicable Material Indebtedness Agreement) of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)date when due; or the default by the Company Borrower or any of its Subsidiaries Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Indebtedness) of any material term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, Agreement if the effect of which in the case of any such default or event is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any ten percent (10%) or more of the Material Indebtedness of the Company Borrower or any of its Subsidiaries Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries Guarantor or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Borrower and the Guarantors which, when taken together with all other Property of the Company Borrower and its Subsidiaries the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could Portion. 7.9 The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgment. 7.9 The Company (a) With respect to a Plan, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 5,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; , or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities (b) an ERISA Event shall have occurred that, in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member the opinion of the Controlled GroupRequired Lenders, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely when taken together with all other ERISA Events that have occurred, would reasonably be expected to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) result in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 Any Change in Control shall occur. 7.12 The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.13 Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 4 contracts

Samples: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Parent, the Borrower or its Subsidiaries any Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Revolving Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Revolving Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any (i) the Parent or the Borrower or any Guarantor of any of the terms or provisions of any of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.2 or 6.3 or any of Sections 6.10 through 6.16, 6.17inclusive, Sections 6.18 through 6.22, inclusive, or 6.19 which is not remedied within three Business Days after written notice from Section 6.24 or (ii) by any Credit Party of any of the Agentterms or provisions of any of Section 4.1.1 (to the extent that the non-compliance therewith by such Credit Party would independently give rise to a Default under clause (i) of this Section 7.3), 4.1.3 or clauses (i) or (ii) of Section 4.1.4 of the Security Agreement. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article VII) or 7.3) any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within 15 (i) five (5) Business Days after the occurrence thereof with respect to any breach of Section 6.1 and (ii) thirty (30) days after written notice from the AgentAgent or any Lender to the Borrower of any other such breach. 7.5 7.5. Failure of the Company Parent, the Borrower or any of its Subsidiaries Subsidiary to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to beyond the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”applicable grace period with respect thereto, if any); or the default by the Company Parent, the Borrower or any of its Subsidiaries Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedoutstanding, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any such agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any such agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Parent, the Borrower or any of its Subsidiaries Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or specified mandatory prepayment) prior to the stated maturity thereof; or the Company Parent, the Borrower or any of its Subsidiaries Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Credit Party or any of its Subsidiaries, Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest on a timely basis in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of any Credit Party or any Material Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Credit Party or any of its Subsidiaries such Material Foreign Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company any Credit Party or any of its Subsidiaries Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court7.8. The Parent, government the Borrower or governmental agency any Subsidiary shall without appropriate compensation condemnfail within 60 days to pay, seize bond or otherwise appropriatedischarge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or take custody (ii) nonmonetary judgments or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries orders which, when taken together with all other Property of individually or in the Company and its Subsidiaries so condemnedaggregate, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under the Parent’s or any Subsidiary’s insurance policies. 7.9 7.9. Any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10. Any Change in Control shall occur. 7.11. The Company Parent or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Parent or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $20,000,000. 7.12. The Parent or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Parent and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00020,000,000. 7.11 7.13. The occurrence Parent, the Borrower or any Subsidiary shall (i) be the subject of any Change proceeding or investigation pertaining to the release by the Parent, the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in Controlthe case of an event described in clause (i) or clause (ii), has resulted in liability to the Parent, the Borrower or any Subsidiary in an amount equal to $20,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith. 7.12 7.14. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Loan Document shall fail to remain in full force or effect against any Credit Party party thereto (except to the extent such Credit Party has been released from its obligations thereunder in accordance with this Agreement or such other Loan Document or such Loan Document has expired or terminated in accordance with its terms) or any action Credit Party shall be taken assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason (other than those enumerated in the first parenthetical above); the Liens created by the Company Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation, or possession is required herein or therein) in favor of the Agent, having the priority contemplated by the Collateral Documents (except to the extent such Liens have been released in accordance with this Agreement or such other Loan Document) 7.15. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Parent, any Subsidiary or any SPV to require the amortization or liquidation of its Subsidiaries such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $25,000,000 and (x) such Off-Balance Sheet Trigger Event shall not consented be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) causes the replacement or substitution of the Parent, any Subsidiary or any SPV as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.15 shall not apply on any date with respect to (a) any voluntary request by the Required Lenders to discontinue or to assert the invalidity or unenforceability of Parent, any Collateral Document, or the Company Subsidiary or any Guarantor shall fail to comply with SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such date such amortization or liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfacility evidencing such Off-Balance Sheet Liabilities.

Appears in 4 contracts

Samples: Five Year Revolving Credit Agreement (United Stationers Inc), Five Year Revolving Credit Agreement (United Stationers Inc), Five Year Revolving Credit Agreement (United Stationers Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower, any Guarantor or its any of their Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, any other Loan Document or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.15 or 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries or any Guarantor to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 50,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries or any Guarantor in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company Borrower and its Subsidiaries or any of its Subsidiaries Guarantor which, when taken together with all other Property of the Company Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 The Company Borrower or any of its Subsidiaries or any Guarantor shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00050,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any The Unfunded Liabilities of all Single Employer Plans shall have a Material Adverse Effect or be reasonably likely to have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator shall have a Material Adverse Effect or be reasonably likely to have a Material Adverse Effect. 7.12 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if such reorganization or more Multiemployer Plans which causes one termination shall have a Material Adverse Effect or more members of the Controlled Group be reasonably likely to incur have a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has a Material Adverse Effect. 7.14 Any Change in Control shall occur. 7.15 The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 Any Guaranty 7.16 The obligations of any Guarantor under Article XIII hereof shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentof such obligations, or the Company or any Guarantor shall fail deny that it has any further liability under such Article XIII, or shall give notice to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentsuch effect.

Appears in 2 contracts

Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)

Defaults. The occurrence of any one or more of the following events (i) in respect of a particular Borrower or, to the extent provided below, any of its Subsidiaries shall constitute a DefaultDefault with respect to such Borrower and (ii) in respect of the Borrowing Subsidiary or, to the extent provided below, any of its Subsidiaries shall also constitute a Default with respect to the Company; provided that, for the avoidance of doubt, a Default or Unmatured Default solely with respect to the Company or any of its subsidiaries (other than the Borrowing Subsidiary and its Subsidiaries) will not constitute a Default or Unmatured Default with respect to the Borrowing Subsidiary if and to the extent no such Default or Unmatured Default otherwise exists with respect to the Borrowing Subsidiary or any of its Subsidiaries: 7.1 7.1. Any representation or warranty made or deemed made by the Company or on behalf of such Borrower (including any representation or warranty deemed made by such Borrower as to one of its Subsidiaries Subsidiaries) to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall shall, in each case, be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of 7.2. Such Borrower shall fail to pay (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligation under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any such Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.1.7 (solely as such provision relates to a Default), 6.2, 6.36.3 (solely with respect to the preservation of the legal existence of such Borrower), 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.15 or 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any such Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to such Borrower or (ii) a Specified Officer receiving actual knowledge of any such breach of any of the terms or provisions of this Agreement. 7.5 7.5. Failure of the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) to pay when due (after the expiration of any Indebtedness applicable grace or Rate Management Obligations (valued by reference to the amount cure periods) any principal of the Net Xxxx-to-Market Exposure) aggregating in excess or interest on any of $15,000,000 (“their Material Indebtedness”); or the default by the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) in the performance (beyond the applicable grace period with respect thereto, if any) of any other term, provision or condition contained in any agreement under which any such of their respective Material Indebtedness was created or is governed, Agreements or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any such Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity; due, or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to its stated maturity or, solely with respect to the Company with respect to the Union Electric Credit Agreement, any commitment to lend to such Borrower thereunder to be terminated prior to its stated expiration date; or, as a result of any of the foregoing, any Material Indebtedness of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall be declared to be due and payable or the remaining outstanding principal amount thereof to be required to be prepaid or repurchased (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to the stated maturity thereof; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness, (ii) any voluntary Disposition of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid or (iii) any other transaction which would otherwise be prohibited under any such Material Indebtedness Agreement if and to the extent that concurrently with the consummation of such transaction the Material Indebtedness thereunder is repaid in full with respect to the Borrower or Subsidiary which would otherwise have been in default of such Material Indebtedness Agreement (and, if such Material Indebtedness Agreement is the Union Electric Credit Agreement, the commitments available thereunder to such Borrower or Subsidiary are terminated); and provided further that any “Default” of the Company under the Union Electric Credit Agreement that consists solely of, or termination of any commitment to lend under the Union Electric Credit Agreement that results solely from, a default by the “Borrowing Subsidiary” or any of its “Subsidiaries” thereunder and as defined therein (a “Union Electric Default”) shall not constitute a Default under this Section 7.5. 7.6. Such Borrower or any of its Subsidiaries shall not pay, (other than Project Finance Subsidiaries or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Non-Material Subsidiaries or any of its Subsidiaries, an SPC) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail within the statutorily mandated time period therefor (or any extension thereof) to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) or any Substantial Portion of their respective Propertyits Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary or a Non-Material Subsidiary or an SPC), or a proceeding described seeking an order for relief under the Federal bankruptcy laws as now or hereafter in Section 7.6(iv) effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors shall be instituted against the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) and such appointment continues shall continue undischarged or such proceeding continues shall continue undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company 7.8. Such Borrower or any of its Subsidiaries which(other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 45 days to pay, bond bond, stay, vacate or otherwise discharge any judgment one or order more judgments or orders for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of 50,000,000 (or the Controlled Group shall fail to pay when due after equivalent thereof in currencies other than Dollars) in the expiration aggregate (net of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA covered by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000insurance). 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 2 contracts

Samples: Credit Agreement (Ameren Energy Generating Co), Credit Agreement

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.16 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to the Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existexist (except for, from and after the date of the IP Acquisition, a "Triggering Event" under IP's 11 1/2% Mortgage Bonds due 2010 which does not also cause an event of default thereunder), the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereofthereof (except, from and after the date of the IP Acquisition, in the case of or related to a "Triggering Event" under IP's 11 1/2% Mortgage Bonds due 2010 which does not also cause an event of default thereunder); or the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by the Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by the Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid. 7.6 7.6. The Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries, ) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries (other than Project Finance Subsidiaries) which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it 7.10. An ERISA Event shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementoccurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documenta Material Adverse Effect.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Union Electric Co), Five Year Revolving Credit Agreement (Union Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of (a) any principal of any Loan Note when due, nonpayment of or (b) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee Note or any commitment fee or other payment fee or obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, Section 6.3(a) or Sections 6.10 through 6.16 or Sections 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent.----------- -------------- -------------------------- ------------- through 6.22. ---- 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of ----------- --- --- this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of 7.5. The default by the Company Borrower or any of its Subsidiaries to pay when due (or, at any Indebtedness or Rate Management Obligations (valued time the Borrower is a Subsidiary of Parent, by reference to the amount of the Net Xxxx-to-Market ExposureParent) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Funded Indebtedness aggregating in excess of $2,000,000 ($10,000,000 in the case of Parent) was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Funded Indebtedness to cause, such Material Funded Indebtedness to become due prior to its stated maturity; or any Material such Funded Indebtedness of the Company or Borrower, any of its Subsidiaries or Parent shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding ----------- described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in ----------- writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any Substantial Portion substantial portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower -------------- or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0001,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $5,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.9. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 7.10. The occurrence of any Change "default", as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, Notes) or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if (other than this Agreement or the failure Notes), which default or breach continues beyond any period of grace provided therein provided. 7.11. Any License of any Insurance Subsidiary (a) shall be revoked by the Governmental Authority which issued such License, or any action (administrative or judicial) to revoke such License shall have been commenced against such Insurance Subsidiary and shall not have been dismissed within thirty (30) days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the expiration thereof following application for such reissuance or renewal of such Insurance Subsidiary, which, in any case, could reasonably be expected to have a Material Adverse Effect. 7.12. Any Insurance Subsidiary shall be the subject of a final non- appealable order imposing a fine by or at the request of any state insurance regulatory agency as a result of the violation by such Insurance Subsidiary of such state's applicable Collateral Documentinsurance laws or the regulations promulgated in connection therewith which could reasonably be expected to have a Material Adverse Effect. 7.13. Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority in either case which could reasonably be expected to have a Material Adverse Effect and which is not stayed within thirty (30) days.

Appears in 2 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.17 or 6.19 6.18; or the breach by the Borrower of any of the terms or provisions of Section 6.1 which is not remedied within three five Business Days after written notice from the AgentAgent or any Lender. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (except to the extent covered by insurance as to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 2 contracts

Samples: Credit Agreement (Coachmen Industries Inc), 364 Day Credit Agreement (Coachmen Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information document delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, or 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) Debt aggregating in excess of $15,000,000 10,000,000 (“Material IndebtednessDebt”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness Debt to cause, such Material Indebtedness Debt to become due prior to its stated maturity; or any Material Indebtedness Debt of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $20,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $10,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000. 7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14 Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group 7.15 The representations and warranties set forth in Section 5.15 shall fail to pay when due after the expiration of at any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall time not be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000true and correct. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 2 contracts

Samples: Revolving Credit Agreement (DPL Inc), Revolving Credit Agreement (Dayton Power & Light Co)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.19. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentBorrower becomes aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (to the extent not covered by independent third-party insurance which has not been denied), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company (a) With respect to a Plan, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 5,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition (b) an ERISA Event shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentmaterial liability.

Appears in 2 contracts

Samples: Omnibus Amendment (Plexus Corp), Credit Agreement (Plexus Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, Extension or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be being false or misleading in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, or nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fronting Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.166.7, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31 and 6.32. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which breach is not remedied within 15 30 days after written the earlier of (a) the Borrower becomes aware thereof or (b) the Borrower receives notice of the same from Administrative Agent; provided, however, that if such breach cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of such breach, the Borrower shall have a reasonable period to remedy such breach beyond such 30-day period, which shall not exceed 90 days. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or , the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existcondition, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not failure to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, shall Subsidiaries (i) have has an order for relief entered with respect to it under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fails to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Company Borrower or any of its Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money of $10,000,000 (or the equivalent thereof in currencies other than Dollars) or more in the aggregate in excess of any insurance coverage, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of 7.10. An ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor AgreementEvent occurs that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documenta Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.), Credit Agreement (Roadrunner Transportation Systems, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by the Company Borrower, any of its Subsidiaries, or its Subsidiaries any Authorized Officer thereof to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.126.15 (to the extent the relevant Lien secures indebtedness in excess of $5,000,000), 6.136.18, 6.146.20, 6.156.21, 6.166.22, 6.176.23, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.24, 6.25, 6.28, 6.29 and 6. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of (i) Sections 6.12, 6.13, 6.14, 6.15 (to the extent the relevant Lien secures indebtedness not in excess of $5,000,000), 6.16, 6.17, 6.19, 6.26, 6.27 or any of the other terms or provisions of this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured and (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement and such default has not been (x) timely cured and (y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.9. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment one or order more (i) judgments or orders for the payment of money in excess of $15,000,0001,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.10 Any member 7.10. The Unfunded Liabilities of the Controlled Group all Single Employer Plans shall fail to pay when due after the expiration of any applicable grace period exceed an amount or amounts aggregating reasonably expected to result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled GroupAdverse Change, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there Reportable Event shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply connection with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral DocumentPlan.

Appears in 2 contracts

Samples: Credit Agreement (Headwaters Inc), Credit Agreement (Headwaters Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any other Facility Document, any Letter of Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any Loan other Facility Document shall be false in any material respect on the date as of which made and shall not be remedied or deemed made. 7.2 Nonpayment of (a) any principal of any Reimbursement Obligation when due, or (b) any interest upon any commitment or other fee or obligations under any of the Facility Documents within three Business Days five (5) days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee Agent or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)Lender. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 2.8, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, Sections 6.10 through 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 Sections 6.15 through 6.20 or 6.19 which is not remedied within three Business Days after written notice from the AgentSections 6.22 through 6.23. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section Sections 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days (or in the case of Section 6.14, ten (10) days) after the Borrower has knowledge thereof or written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)2,500,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6 The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 thirty (30) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (a) final, nonappealable judgments or orders for the payment of money in excess of $2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) final, nonappealable nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $2,500,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $2,500,000. 7.13 The Borrower or any of its Subsidiaries shall (a) be the subject to any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or (b), could reasonably be expected to have a Material Adverse Effect. 7.9 7.14 Any Change in Control shall occur. 7.15 The Company occurrence of any “default”, as defined in any Facility Document (other than this Agreement) or the breach of any of the terms or provisions of any Facility Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16 There shall occur a change in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which has a Material Adverse Effect. 7.17 The Borrower or any of its Subsidiaries shall fail within 90 days incurs or becomes subject to payaction or threatened action of any Governmental Authority, bond including, without limitation, a fine, penalty, cease and desist order or otherwise discharge any judgment revocation, suspension or order for limitation of a License, the payment effect of money in excess of $15,000,000, which is not stayed on appealcould reasonably be expected to have a Material Adverse Effect. 7.10 7.18 Any member of the Controlled Group Security Document shall for any reason fail to pay when due after create a valid and perfected, first priority security interest in any collateral purported to be covered thereby, except as permitted by the expiration terms of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupsuch Security Document, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminateSecurity Document, to impose liability (other than for premiums under Section 4007 of ERISA) in respect ofonce executed, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Security Document.

Appears in 2 contracts

Samples: Credit Agreement (Navigators Group Inc), Credit Agreement (Navigators Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower under or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 (a) Nonpayment of principal of any Loan when due, (b) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or (c) nonpayment of interest on upon any Loan or any stated fees set forth herein or in the Fee Letters, in each case, within five (5) Business Days after the same become due and (d) nonpayment of any facility fee, LC Fee or any other payment obligations under this Agreement or any of the Loan Documents within three Business Days thirty (30) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 (a) The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.36.3 or 6.16, 6.4(b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.56.1.2, 6.1.3, or 6.1.8 which is not remedied within five (5) Business Days after written notice thereof is given by the Agent or a Lender to the Borrower or (c) the breach by the Borrower of any of the terms or provisions of Section 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.14 or 6.19 which is not remedied within three 6.15 after the earlier of (i) five (5) Business Days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower and (ii) the date an Authorized Officer becomes aware of such Default. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower. 7.5 (a) Failure of the Company Borrower or any of its Subsidiaries Subsidiary to pay when due (beyond the applicable grace period with respect thereto, if any) any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or (b) the default by the Company Borrower or any of its Subsidiaries Subsidiary shall default (after giving effect to any applicable grace period) in the observance or performance of any term, provision covenant or condition contained in any agreement under which any relating to such Material Indebtedness was created or is governedand, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to causeas a result thereof, such Material Indebtedness is declared or becomes due or is required to become due be repaid or redeemed prior to its stated maturity; or any Material Indebtedness of the Company . 7.6 The Borrower or any of its Material Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith in a timely manner any appointment or proceeding described in Section 7.77.7 or (vii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Material Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government A judgment or governmental agency other court order for the payment of money in excess of $40,000,000 shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all be rendered against the Borrower or any portion Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the Property of the Company aggregate reasonably be expected to result in a Material Adverse Effect or any of its Subsidiaries which, when taken together Reportable Event shall occur in connection with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and Plan that could reasonably be expected to have a Material Adverse Effect. 7.9 7.10 Any Change in Control shall occur. 7.11 The Company Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $65,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess of $1,000,000. 7.11 The occurrence of any Change reorganization or being terminated have been or will be increased, in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a partyaggregate, or gives notice over the amounts contributed to such effectMultiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $65,000,000. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Loan Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or Borrower to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Oge Energy Corp), Credit Agreement (OGE Enogex Partners L.P.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or its Subsidiaries any Subsidiary to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (a) principal of any Loan when due, nonpayment of (b) any Reimbursement Obligation within one Business Day after the same becomes duedue or (c) interest upon any Loan, or nonpayment of interest on any Loan or of any facility feeCommitment Fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three Business Days (3) days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of any of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.1 through 6.3 or 6.19 which is not remedied within three Business Days after written notice from the Agentany of Sections 6.10 through 6.27. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article VII) or 7.3) any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within 15 thirty (30) days after the earlier to occur of (a) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (b) an Authorized Officer of the Borrower otherwise become aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries Subsidiary to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to beyond the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”applicable grace period with respect thereto, if any); or the default by the Company Borrower or any of its Subsidiaries Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder. 7.6 The Company 7.6. Any Credit Party or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorsDebtor Relief Law, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing Debtor Relief Law or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding Debtor Relief Law or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company any Credit Party or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company any Credit Party or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Borrower and the Subsidiaries which, when taken together with all other Property of the Company Borrower and its the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9. The Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (excluding the amount of any insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)), or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (i) stayed on appeal or otherwise being appropriately contested in good faith or (ii) paid in full by third-party insurers under the Borrower’s or any Subsidiary’s insurance policies. 7.9 7.10. The Company Unfunded Liabilities of all Single Employer Plans shall exceed $20,000,000 in the aggregate, or any of its Subsidiaries Reportable Event shall fail within 90 days to pay, bond or otherwise discharge occur in connection with any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealPlan. 7.10 7.11. [Reserved] 7.12. Any Change in Control shall occur. 7.13. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $20,000,000 or requires payments exceeding $20,000,000 per annum. 7.14. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00020,000,000. 7.11 7.15. The occurrence Borrower or any Subsidiary shall (a) be the subject of any Change in Control. 7.12 Any Guaranty shall fail proceeding or investigation pertaining to remain in full force or effect the release by the Borrower or any action shall be taken to discontinue Subsidiary or assert the invalidity or unenforceability any other Person of any Guaranty toxic or hazardous waste or substance into the indoor or outdoor environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), has resulted in liability to the Borrower or any Guarantor denies that it has Subsidiary in an amount equal to $20,000,000 (excluding the amount of any further insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)) or more, which liability under any Guaranty to which it is a partynot paid, bonded or gives notice to such effect. 7.13 Any Collateral Document shall for any reason otherwise discharged (other than solely as the result of an act by a Facility LC) within 60 days or omission of the Agent or a Lender) fail to create a valid which is not stayed on appeal and perfected first priority security interest, subject to the Intercreditor Agreement, being appropriately contested in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral good faith. 7.16. Any Loan Document shall fail to remain in full force or effect against the Borrower or any Subsidiary, or the Borrower or any Subsidiary shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason or any action shall be taken by the Company or any of its Subsidiaries not consented shall fail to by the Required Lenders be taken to discontinue or to assert the invalidity or unenforceability of, or which results in the discontinuation or invalidity or unenforceability of, any Loan Document. 7.17. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (a) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Borrower or any Affiliate of the Borrower to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Collateral DocumentOff-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $10,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the Company amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (b) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (c) causes or otherwise permits the replacement or substitution of the Borrower or any Guarantor Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall fail not apply on any date with respect to comply with (i) any voluntary request by the Borrower or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (ii) any scheduled amortization or liquidation at the stated maturity of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfacility evidencing such Off-Balance Sheet Liabilities.

Appears in 2 contracts

Samples: Credit Agreement (Patterson Companies, Inc.), Credit Agreement (Patterson Companies, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of (a) any principal of any Loan Note when due, nonpayment of or (b) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee Note or any commitment fee or other payment fee or obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 Section 6.3(a) or 6.19 which is not remedied within three Business Days after written notice from the Agent.Sections 6.10 through 6.15 or Section 6.17 ----------- -------------- ------------- ---- ------------ through 6.21. ---- 7.4 7.4. The breach by any Borrower or any Guarantor either of the Borrowers (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or ----------- --- --- provisions of this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the 7.5. The default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Funded Indebtedness aggregating in excess of $10,000,000 was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Funded Indebtedness to cause, such Material Funded Indebtedness to become due prior to its stated maturity; or any Material such Funded Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any ----------- appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or ----------- admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any Substantial Portion substantial portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower -------------- or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0002,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $10,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.9. Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in ControlControl shall occur. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 2 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor the Company of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 6.21. 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within three Business Days ten days after written notice from the Agent. 7.4 The occurrence of such breach by any Borrower or any Guarantor (ii) (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the Agentoccurrence of such breach. 7.5 7.5. Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date (or, in the case of any Receivables Facility Attributable Indebtedness, cause such Indebtedness to amortize or liquidate or terminate the reinvestment of collections or proceeds of receivables); or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof, provided, that the occurrence of any of the foregoing with respect to Receivables Facility Attributed Indebtedness shall not constitute an Event of Default hereunder so long as the aggregate outstanding amount thereof does not exceed the Available Aggregate Revolving Loan Commitment; or the occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Company or any Subsidiary is the defaulting party or (ii) any termination event as to which the Company or any Subsidiary is an affected party and, in either event, the termination value or other similar obligation owed by the Company or such Subsidiary as a result thereof is in excess of $10,000,000 and remains unpaid; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Borrower or any of its Subsidiaries, Material Subsidiary shall (i) have an order for relief entered with respect to it under any existing Federal, state or future law of any jurisdiction, domestic or foreign, relating to foreign bankruptcy, insolvency, reorganization administrative receivership or relief of debtorssimilar law now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing Federal, state or future law of any jurisdiction, domestic or foreign, relating to foreign bankruptcy, insolvency, reorganization administrative receivership or relief of debtors, similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdictionFederal, domestic state or foreign, relating to foreign bankruptcy, insolvency or reorganization or relief of debtors insolvency, administrative receivership or similar proceeding law now or hereafter in effect or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of any Borrower or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company a Borrower or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company any Borrower or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Company or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall have occurred with respect to any Plan that, together with all other Reportable Events that have occurred and are continuing, could reasonably be expected to result in liability to the Company and its Subsidiaries in an aggregate amount in excess of $20,000,000, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA. 7.11. The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled Group, any plan administrator or any combination Group as withdrawal liability (determined as of the foregoing; date of such notification), exceeds $20,000,000 or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of requires payments exceeding $1,000,0005,000,000 per annum. 7.11 The occurrence of any Change in Control. 7.12 7.12. Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Loan Document, or any Guarantor denies Loan Party shall fail to comply with any of the terms or provisions of any Loan Document to which it is a party, or any Loan Party shall deny that it has any further liability under any Guaranty Loan Document to which it is a party, or gives shall give notice to such effect. 7.13 7.13. Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor . 7.12. Any Change in Control shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Appears in 2 contracts

Samples: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company REIT or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (a) principal of any Loan when due, nonpayment of or any Reimbursement Obligation within one Business Day after the same becomes duewhen due or (b) any interest upon any Loan, any Facility Fee or nonpayment of interest on any Loan or of any facility feeLC Fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three (3) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 (a) The breach by any Borrower the REIT or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.2, 6.36.3(a), 6.46.4(b)(i) (solely with respect to the REIT, 6.5any other Parent Guarantor or the Borrower), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 6.19; or (b) the breach by the REIT or any of its Subsidiaries of Section 6.4(b)(i) (solely with respect to any Loan Party (other than the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.1 which is not remedied within three ten (10) Business Days after written notice from the Agentearlier of (i) any Authorized Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.4 7.4. The breach by any Borrower the REIT or any Guarantor of its Subsidiaries (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (a) any Authorized Officer becoming aware of any such breach and (b) the Administrative Agent notifying the Borrower of any such breach. 7.5 (a) Failure of the Company REIT or any of its Subsidiaries to pay when due (after giving effect to all grace periods) any Indebtedness payment (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (b) the default by the Company REIT or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (b) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (c) any portion of Material Indebtedness of the Company REIT or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or . 7.6. The REIT, the Company Borrower, any Eligible Property Entity or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its PropertyProperties, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate formal corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7; or (g) admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company REIT, the Borrower, any Eligible Property Entity or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective Propertyits Properties, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company REIT, the Borrower, any Eligible Property Entity or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company REIT or any of its Subsidiaries which, when taken together with all other Property of the Company REIT, the Borrower and its the REIT’s Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. One or more (a) judgments or orders for the payment of money in excess of $100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, shall remain unstayed, undischarged, undismissed, unvacated or unsatisfied for a period of thirty (30) consecutive days. 7.9 The Company (a) With respect to a Plan, the REIT, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 100,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or (b) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected to cause result in a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 The occurrence 7.11. Any Change of any Change in ControlControl shall occur. 7.12 7.12. Any Guaranty Loan Document shall fail to remain in full force or effect (other than as the result of the application of the specific provisions of such Loan Document) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 2 contracts

Samples: Credit Agreement (Extra Space Storage Inc.), Credit Agreement (Extra Space Storage Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within five Business Days after written notice from the Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three five Business Days after written notice from the Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00015,000,000 in aggregate amount for the Company and its Subsidiaries, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 15,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 15,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the that could reasonably be expected to result in PBGC would be entitled to obtain obtaining a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation for withdrawal liability in excess of $1,000,00015,000,000 in aggregate amount for the Controlled Group. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action Release by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company other Person of any Hazardous Substance, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable Environmental Law, or the Company or any Guarantor shall fail which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Appears in 2 contracts

Samples: Loan Agreement (Diebold Inc), Loan Agreement (Diebold Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries (and as it relates to Excluded Subsidiaries, solely with respect to the representations or warranties made pursuant to Section 5.13, Section 5.17, Section 5.21(b) and Section 5.25) to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any commitment fee or LC Fee within one Business Day five (5) days after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee (iii) or any other payment obligations obligation under any of the Loan Documents within three Business Days ten (10) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2Section 6.1 (Financial Reporting), 6.3Section 6.2(a) (Conduct of Business), 6.46.4 (Financial Covenants), 6.56.7 (Use of Proceeds), 6.106.9 (Sanctions; Anti-Money Laundering Compliance), 6.116.10 (Liens), 6.126.11 (Merger), 6.136.12 (Secured Indebtedness), 6.146.13 (Guarantees and Other Contingent Obligations), 6.156.14 (Disposition of Property), 6.166.15 (Restricted Payments), 6.17, 6.18 6.16 (Affiliates) or 6.19 which is not remedied within three Business Days after written notice from the Agent6.17 (Investments). 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (i) the Borrower becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 (i) Failure of the Company Borrower or any of its Subsidiaries Guarantor to pay when due any Indebtedness payment beyond any applicable grace period (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (ii) the default by the Company Borrower or any of its Subsidiaries Guarantor in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (ii) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (iii) any portion of Material Indebtedness of the Company Borrower or any of its Subsidiaries Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) the Borrower or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Borrower and the Guarantors which, when taken together with all other Property of the Company Borrower and its Subsidiaries the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any Guarantor shall fail within sixty (60) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount appeal or amounts aggregating otherwise being appropriately contested in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupgood faith, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be legally taken by a judgment creditor to discontinue attach or assert levy upon any assets of the invalidity or unenforceability of any Guaranty Borrower or any Guarantor denies to enforce any such judgment; provided, that it has this Section 7.9 shall not apply to any further liability under any Guaranty judgment for which the Borrower is fully insured (through insurance policies or self-insurance reserves). (i) With respect to which it a Plan, the Borrower or an ERISA Affiliate is subject to a partylien in excess of $50,000,000 pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or Title IV of ERISA, or gives notice to such effect. 7.13 Any Collateral Document (ii) an ERISA Event shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any a material liability in excess of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document$50,000,000.

Appears in 2 contracts

Samples: Credit Agreement (Andersons, Inc.), Credit Agreement (Andersons, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when duedue or any payment under the Guaranty when required, nonpayment of (ii) any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.4 (other than with respect to the last sentence thereof), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.16 or 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender notifies the Borrower of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Article VII Subsidiaries to pay when due any payment (whether of principal, interest or any other amount) in respect of any Material Indebtedness or Rate Management Obligations (valued by reference to and the amount expiration of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)any applicable grace period with respect thereto; or the default by the Company Borrower or any of its Article VII Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event of default shall occur or condition existoccur, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any portion of Material Indebtedness of the Company Borrower or any of its Article VII Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Article VII Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Article VII Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors (excluding any dissolution or similar proceeding liquidation permitted under Section 6.10 hereof) or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Article VII Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Article VII Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Article VII Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company 7.8. The Borrower or any of its Article VII Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess (to the extent not fully covered by insurance) of $75,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Article VII Subsidiaries to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $75,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other Property of the Company and its Subsidiaries so condemnedERISA Events that have occurred, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.10. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member 7.11. Except in connection with the release of any Guarantor pursuant to the terms of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled GroupGuaranty, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 2 contracts

Samples: Credit Agreement (C. H. Robinson Worldwide, Inc.), Credit Agreement (C H Robinson Worldwide Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of the Company or its Subsidiaries any Subsidiary to the Lenders Banks under or the Agent in any Loan Document, in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or written information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on as of the date as of on which made and shall not be remedied within three Business Days after written notice from the Agentor deemed to have been made. 7.2 8.2 Nonpayment of principal of any Loan Note when due, nonpayment of interest upon any Reimbursement Obligation Note within one Business Day five days after the same becomes due, due or nonpayment of interest on any Loan commitment fee or of any facility fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three Business Days 10 days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The (i) Any breach by any Borrower or any Guarantor the Company of any of the terms required to be observed by it under Section 7.1, which continues unremedied for 10 days after the Company receives notice of such breach from any Bank; (ii) any breach by the Company of any of the terms required to be observed by it under SECTION 7.2, 7.7, 7.8 or 7.10; or (iii) any material breach by the Company of any of the other terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agentrequired to be observed by it under Article VII. 7.4 8.4 The breach by any Borrower or any Guarantor the Company (other than a breach which constitutes a Default under Section 7.1SECTION 8.1, 7.2 8.2 or 7.38.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 five days after written notice from the Agentany Bank. 7.5 8.5 Failure of the Company or any of its Subsidiaries Subsidiary to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the in an aggregate amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)5,000,000 when due; or the default by the Company or any of its Subsidiaries Subsidiary in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, which results in such Indebtedness being accelerated or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the its stated maturity thereof; or the maturity. 8.6 The Company or any of its Subsidiaries Subsidiary shall (a) have an order for relief entered with respect to it under the Federal Bankruptcy Code, (b) not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (iic) make an assignment for the benefit of creditors, (iiid) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial part of its Propertyproperty, (ive) institute any proceeding seeking an order for relief under any existing the Federal Bankruptcy Code or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vf) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 SECTION 8.6 or (vig) fail to contest in good faith any appointment or proceeding described in Section 7.7SECTION 8.7. 7.7 8.7 Without its the application, approval or consentconsent of the Company or any Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any Subsidiary or any substantial part of its Subsidiaries or any Substantial Portion of their respective Propertyproperty, or a proceeding described in Section 7.6(ivSECTION 8.6(e) shall be instituted against the Company or any of its Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 45 consecutive days. 7.8 8.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any substantial portion of the Property property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectSubsidiary. 7.9 8.9 The Company or any of its Subsidiaries Subsidiary shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000250,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member 8.10 The Collateral Agent, for the ratable benefit of the Controlled Group Banks, shall fail cease to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to interest in the Intercreditor Agreement, Collateral other than any Money Fund Shares that have not been included in the Borrowing Base and other than in connection with any release of Collateral purported to be covered thereby, except as permitted contemplated hereby or by the terms of this Agreement any other Loan Document; or any Collateral Document, or, due to any action by the Company shall assert the invalidity of any such security interest or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, ; or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if shall be terminated without the failure continues beyond Collateral Agent's written consent. 8.11 The Commodity Futures Trading Commission (or its successor) shall revoke or suspend the designation of the Company as a contract market under the Commodity Exchange Act for any period futures contract other than for reasons of grace provided dormancy or low volume in such contract or for reasons of disruptions in the applicable Collateral Documentunderlying market for such contract.

Appears in 1 contract

Samples: Credit Agreement (Chicago Mercantile Exchange Holdings Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement (including the exhibits attached hereto), any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of principal of or interest upon any Loan when dueLoan, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes dueCommitment Fee, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three two (2) Business Days after the same becomes due (unless provided, such Loan has been rolled over as provided in this Agreementtwo (2) Business Day grace period shall not apply to payments due on the Facility Termination Date). 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.1(a), 6.1(b), 6.1(c), 6.1(d), 6.1(i), 6.1(j), 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 6.19, 6.20, 6.21, 6.22, 6.23, 6.24 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.25. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agent. 7.5 Failure earlier of (i) an officer of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case Borrower becoming aware of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due breach and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, Administrative Agent notifying the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations Borrower of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7breach. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.5. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.6. [Intentionally omitted.] (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $2,500,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have result in a Material Adverse Effect. 7.9 The Company 7.8. Nonpayment by the Borrower or any Subsidiary of its Subsidiaries shall fail within 90 days to payany Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, bond provision or otherwise discharge condition contained in any judgment Rate Management Transaction or order for any transaction of the payment type described in the definition of money in excess “Rate Management Transactions,” whether or not any Lender or Affiliate of $15,000,000, which a Lender is not stayed on appeala party thereto. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.9. The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.10. Any Guaranty Loan Document (or any material provision thereof) shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Loan Document (or any material provision thereof), or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party and which failure continues beyond any period of grace therein provided, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 7.11. Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral DocumentDocument or the terms hereof, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document if the to which it is a party and which failure continues beyond any period of grace therein provided. 7.12. The occurrence of a termination of, or a material default which continues beyond any period of grace as provided under, any material customer or supply agreement. 7.13. The entry of an order in any of the Chapter 11 Cases which stays, modifies or reverses any DIP Order or which otherwise materially adversely affects the effectiveness of any DIP Order without the express written consent of the Administrative Agent and the Required Lenders, or the filing of any pleading by the Borrower or any Affiliate thereof seeking the entry of such an order. 7.14. Either (i) the appointment in any of the Chapter 11 Cases of a trustee or of any examiner having expanded powers to operate all or any part of the business of the Borrower or its Domestic Subsidiaries, or (ii) the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code. 7.15. The failure of the Bankruptcy Court to enter a Final Borrowing Order on or prior to May 8, 2019. 7.16. The entry of any order without the prior written consent of the Administrative Agent and the Required Lenders which provides relief from the automatic stay otherwise imposed pursuant to section 362 of the Bankruptcy Code which permits any creditor to realize upon, or to exercise any right or remedy with respect to, any asset of the Borrower or to terminate any license, franchise, or similar agreement, where the exercise of such right or remedy or such realization or termination would reasonably be likely to have a Material Adverse Effect. 7.17. The filing of any application by the Borrower without the express prior written consent of the Administrative Agent and the Required Lenders for the approval of any super-priority claim in any of the Chapter 11 Cases which is pari passu with or senior to the priority of the claims of the Administrative Agent and the Lenders for the Obligations or the Pre-Petition Liabilities, or there shall arise any such super-priority claim under the Bankruptcy Code, except in each instance the Professional Fee Carve Out. 7.18. The payment or other discharge by the Borrower of any Indebtedness or any other “claim” (as defined in the applicable Bankruptcy Code) incurred prior to the Petition Date, except the Pre-Petition Liabilities or otherwise as expressly permitted hereunder or the payment of which the Administrative Agent and the Required Lenders have provided their written consent. 7.19. The entry of any order in any of the Chapter 11 Cases which provides adequate protection (other than on account of Liens securing the Pre-Petition Liabilities), or the granting by the Borrower of similar relief in favor of any one or more of their pre-petition creditors, contrary to the terms and conditions of any DIP Order. 7.20. The failure of the Borrower (i) to comply with each and all of the terms and conditions of any DIP Order, or (ii) to materially comply with any other order entered in any of the Chapter 11 Cases if such failure would result in a Material Adverse Effect. 7.21. The filing of any motion by the Borrower or the entry of any order in any of the Chapter 11 Cases: (i) (A) permitting working capital or other financing (other than ordinary course trade credit or unsecured debt) for the Borrower from any Person other than the Lenders (unless the proceeds of such financing are used to pay in full of all Pre-Petition Liabilities and all Obligations), (B) granting a Lien on, or security interest in any of the Collateral, other than with respect to this Agreement or as otherwise permitted herein (unless such Liens are granted in connection with a financing, the proceeds of which are applied to the payment in full of all Pre-Petition Liabilities and all Obligations), (C) except as permitted by this Agreement, permitting the use of any of the Collateral Documentpursuant to section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agent and the Required Lenders, (D) permitting recovery from any portion of the Collateral any costs or expenses of preserving or disposing of such Collateral under section 506(c) of the Bankruptcy Code, or (E) dismissing any of the Chapter 11 Cases or (ii) the filing of any motion by the Borrower or any Loan Party (or by any party in interest or any Creditors’ Committee appointed in any of the Chapter 11 Cases) seeking any of the matters specified in the foregoing clause (i) that is not dismissed or denied within thirty (30) days of the date of the filing of such motion (or such later date agreed to in writing by the Administrative Agent). 7.22. The filing of a motion by the Borrower seeking approval of a disclosure statement and a Plan of Reorganization, or the entry of an order confirming a Plan of Reorganization, that does not require repayment in full in cash of all Pre-Petition Liabilities and all Obligations on the effective date of such Plan of Reorganization or confirmation of such Plan of Reorganization is denied by the Bankruptcy Court. (a) The filing of any pleading by the Borrower or any Affiliate thereof challenging the validity, priority, perfection, or enforceability of the Loan Documents (as defined in the Pre-Petition Credit Agreement), the Pre-Petition Liabilities, or any Lien granted pursuant to the Pre-Petition Loan Documents, or (b) any Lien granted pursuant to the Pre-Petition Loan Documents is determined to be null and void, invalid or unenforceable by the Bankruptcy Court or another court of competent jurisdiction in any action commenced or asserted by any other party in interest in any of the Chapter 11 Cases, including, without limitation, the Creditors’ Committee.

Appears in 1 contract

Samples: Credit Agreement (Orchids Paper Products CO /DE)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.29. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 days after written notice from the AgentAdministrative Agent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due (beyond the applicable grace period with respect thereto, if any) any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 2,500,000 ("Material Indebtedness"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or -47- 55 reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company Borrower or any of its Subsidiaries Subsidiary which, when taken together with all other Property of the Company and its Subsidiaries Borrower or such Subsidiary so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Borrower or any member of the Controlled Group has incurred in the aggregate Unfunded Liabilities of all Single Employer Plans by an amount which could reasonably be expected to have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan which could reasonably be expected to have a Material Adverse Effect. 7.9 7.11. The Company Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to have a Material Adverse Effect. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount which could reasonably be expected to have a Material Adverse Effect. 7.13. The Borrower or any of its Subsidiaries shall fail within 90 days (i) be the subject of any proceeding or investigation pertaining to paythe release by the Borrower, bond any of its Subsidiaries or otherwise discharge any judgment other Person of any toxic or order for hazardous waste or substance into the payment environment, or (ii) violate any Environmental Law, which, in the case of money an event described in excess of $15,000,000clause (i) or clause (ii), which is not stayed on appealcould reasonably be expected to have a Material Adverse Effect. 7.10 7.14. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 The occurrence of any Change in Control. 7.12 7.15. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document 7.16. The representations and warranties set forth in Section 5.15 ("Plan Assets; Prohibited Transactions") shall for at any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid time not be true and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentcorrect.

Appears in 1 contract

Samples: Credit Agreement (Centex Construction Products Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Parent or its Subsidiaries any Material Subsidiary to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which such representation or warranty is made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of (a) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Available Aggregate Commitments on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) when due if the Available Aggregate Commitments is less than the principal amount so due, (c) nonpayment of interest upon any Loan or of any Commitment Fee, LC Fee or other obligations under any of the Loan Documents within five days after the same becomes due, or (d) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of the Borrowers of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.106.3 (to the extent relating to the notice of a Default or Unmatured Default), 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agentand 6.20. 7.4 The breach by any Borrower or any Guarantor of the Borrowers (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after receipt by the Parent of written notice from the AgentAdministrative Agent or any Lender. 7.5 (a) Failure of the Company Parent or any of its Subsidiaries Material Subsidiary to pay when due (beyond the applicable grace period with respect thereto, if any) any principal of or interest or premium on any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 100,000,000 (“Material Indebtedness”); or (b) the default by the Company Parent or any of its Subsidiaries Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, cause such Material Indebtedness to become due prior to its stated maturity; or (c) any Material Indebtedness of the Company Parent or any of its Subsidiaries Material Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or (d) the Company Parent or any of its Subsidiaries Material Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to (y) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (z) any event or condition that causes such Material Indebtedness to become due prior to its stated maturity, or to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds or extraordinary receipts. 7.6 The Company Parent or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws (or future law of any jurisdiction, domestic comparable foreign laws) as now or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws (or future law of any jurisdiction, domestic comparable foreign laws) as now or foreign, relating to bankruptcy, insolvency, reorganization hereafter in effect or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth out in this Section 7.6 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consent, consent of the Parent or any Material Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Parent or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Parent or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Parent and its Material Subsidiaries which, when taken together with all other Property of the Company Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-twelve month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $100,000,000 or any Reportable Event that could reasonably be expected to have a Material Adverse Effect shall occur in connection with any Plan. 7.11 The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $100,000,000 or requires payments exceeding $25,000,000 per annum. 7.12 The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000,000. 7.13 The Parent or any of its Restricted Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Restricted Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14 Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.15 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any Guaranty of the material terms or any Guarantor denies that it has any further liability under any provisions of the Guaranty to which it is a party, or gives the Parent shall deny that it has any further liability under the Guaranty, or shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Cameron International Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, any Letter of Credit, any Guaranty or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of principal of any Loan or Note or L/C Obligation when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three five Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.1, 6.2, 6.3, 6.4, 6.56.3(a), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, 6.21, 6.22 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.23. 7.4 The breach by any the Borrower or any Guarantor of its Subsidiaries (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after receipt of written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness equal to or Rate Management Obligations (valued by reference to exceeding $25,000,000 in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)aggregate when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness equal to or exceeding $25,000,000 in the aggregate was created or is governed, or any other event (including the occurrence of any “Amortization Event” or event of like import in connection with the Receivables Purchase Facility, but excluding a redemption of Receivables and Related Security pursuant to a “clean-up call” event) shall occur or condition exist, (i) the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or (ii) if such default or event shall occur or such condition exist under any Receivables Purchase Documents, the effect of which is to (A) terminate, or permit the investors thereunder to terminate, the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of the Borrower or any of its Subsidiaries) or (B) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or any Material Indebtedness evidenced by or relating to the 2011 Subordinated Notes, the 2013 Subordinated Notes, the Trust PIERS, the New Trust PIERS, or any Permitted Subordinated Debt, or any other Indebtedness of the Company Borrower or any of its Subsidiaries equal to or exceeding $25,000,000 in the aggregate, shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) ), or becomes manditorily redeemable, prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. Notwithstanding anything to the contrary in this Section 7.5, no default in the performance of any term, provision or condition contained in the Indenture dated as of November 4, 2003 among Genesis Health Venture, Inc. (n/k/a NeighborCare), the guarantors parties hereto and the Bank of New York, as Trustee, as the same may be supplemented, amended or otherwise modified from time to time (the “NeighborCare Indenture”), pursuant to which the NeighborCare Notes were issued shall constitute a Default for the purpose of this Section 7.5 unless (i) the obligations under the NeighborCare Indenture are accelerated or (ii) such default could otherwise reasonably be expected to have a Material Adverse Effect. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (ia) have an order for relief entered with respect to it under the United States bankruptcy laws as now or hereafter in effect or cause or allow any existing similar event to occur under any bankruptcy or future similar law or laws for the relief of debtors as now or hereafter in effect in any other jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator liquidator, monitor or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the United States bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or any of its property or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or compromise of debt or relief of debtors as now or similar proceeding hereafter in effect in any jurisdiction, or any organization, arrangement or compromise of debt under the laws of its jurisdiction of incorporation or fail to promptly file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vif) fail to contest in good faith faith, or consent to or acquiesce in, any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed (either privately or by a court) for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6 (d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 The Company Borrower or any of its Subsidiaries shall fail within 90 60 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00025,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $15,000,000 or any Reportable Event, the occurrence of which may reasonably be expected to give rise to Material Adverse Effect, shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $15,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00015,000,000. 7.11 7.13 The occurrence Borrower or any of its Subsidiaries shall be the subject of any Change proceeding or investigation pertaining to the release by the Borrower or any such Subsidiary, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any environmental, health or safety law or regulation of any Governmental Authority, which, in Controleither case, could reasonably be expected to have a Material Adverse Effect. 7.12 7.14 Any Guaranty or other Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty or other Loan Document, or any Guarantor denies shall fail to perform its obligations under or otherwise comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 7.15 Any Collateral Document Change in Control shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Appears in 1 contract

Samples: Credit Agreement (Omnicare Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business five Borrowing Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.10 or 6.19; or the breach by the Borrower of any of the terms or provisions of Section 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 6.20 which is not remedied within three Business Days 10 days after written notice from the AgentAgent or any Lender. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to other than the Obligations) in an aggregate principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of exceeding $15,000,000 (“Material Indebtedness”)2,000,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness (other than the Obligations) in an aggregate principal amount exceeding $2,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries (other than the Obligations) in an aggregate principal amount exceeding $2,000,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Domestic Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial part of its Propertyproperty, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Domestic Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Domestic Subsidiaries or any Substantial Portion substantial part of their respective Propertyits property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Domestic Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8. Any Foreign Subsidiary shall have taken or instituted or permitted to be taken or instituted any action or proceeding, or any such action or proceeding is instituted against such Foreign Subsidiary, whereby a substantial amount of its property shall or may be assigned or in any manner transferred or delivered to any receiver, assignee, liquidator or other Person, whether appointed by such Foreign Subsidiary or by a court or by any governmental authority or any law, whereby such property shall or may be distributed among the creditors of such Foreign Subsidiary, provided the aggregate claims of all such creditors against such Foreign Subsidiary or against all such Foreign Subsidiaries shall exceed $1,000,000 and such action or proceeding remains undismissed or unstayed on appeal for a period of 90 days; or any governmental authority having jurisdiction shall have taken or instituted any action or proceeding for the dissolution or disestablishment of any Foreign Subsidiary or for the suspension of its operations, provided the assets of any such Foreign Subsidiary or the aggregate assets of all such Foreign Subsidiaries shall exceed $500,000 and such action or proceeding remains undismissed or unstayed on appeal for a period of 90 days; or all of the property of any Foreign Subsidiary shall have been condemned, seized or appropriated, provided the net assets of any such Foreign Subsidiary or the aggregate net assets of all such Foreign Subsidiaries shall exceed $1,000,000; or the total of all claims against any Foreign Subsidiary or all Foreign Subsidiaries resulting from any action or proceeding described in this Section 7.8 and the amount of assets or net assets, as the case may be, of any Foreign Subsidiary or all Foreign Subsidiaries which are subject to any action, proceeding, condemnation, seizure or appropriation described in this Section 7.8 shall exceed $1,000,000. 7.9. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any substantial portion of the Property property of the Company Borrower or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectSubsidiaries. 7.9 7.10. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0001,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000; or any Reportable Event shall occur in connection with any Plan; or the Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount or amounts aggregating in excess which, when aggregated with all Unfunded Liabilities of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a all Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall Plans and all other amounts required to be filed under Section 4041(c) of ERISA paid to Multiemployer Plans by the Borrower or any other member of the Controlled GroupGroup as withdrawal liability, any plan administrator exceeds $10,000,000. 7.12. Any court, government or governmental agency shall find or hold, or formally notify the Borrower or any combination Subsidiary, that the Borrower or any Subsidiary (i) has violated any federal, state or local environmental, health or safety law or regulation, or (ii) bears responsibility for any removal or remedial or similar action in connection with the release by the Borrower or any other Person of any toxic or hazardous waste or substance into the environment, or is otherwise liable in any manner in connection with any such release; and such finding, holding or notification could reasonably be expected (taking into account the expected outcome of any legal appeals available to the Borrower or such Subsidiary, as well as the likelihood and extent of contribution from any other Persons who may be jointly and severally liable with the Borrower or such Subsidiary) to have a material adverse effect on the ability of the foregoing; or PBGC shall institute proceedings Borrower to perform its obligations under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Loan Documents. 7.11 The occurrence of any 7.13. Any Change in ControlControl shall occur. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Aar Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when duedue or any payment under the Guaranty when required, nonpayment of (ii) any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.4 (other than with respect to the last sentence thereof), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.16 or 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender notifies the Borrower of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Article VII Subsidiaries to pay when due any payment (whether of principal, interest or any other amount) in respect of any Material Indebtedness or Rate Management Obligations (valued by reference to and the amount expiration of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)any applicable grace period with respect thereto; or the default by the Company Borrower or any of its Article VII Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event of default shall occur or condition existoccur, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any portion of Material Indebtedness of the Company Borrower or any of its Article VII Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Article VII Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Article VII Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors (excluding any dissolution or similar proceeding liquidation permitted under Section 6.10 hereof) or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Article VII Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Article VII Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Article VII Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company 7.8. The Borrower or any of its Article VII Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess (to the extent not fully covered by insurance) of $50,000,00075,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Article VII Subsidiaries to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $50,000,00075,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other Property of the Company and its Subsidiaries so condemnedERISA Events that have occurred, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.10. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member 7.11. Except in connection with the release of any Guarantor pursuant to the terms of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled GroupGuaranty, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (C H Robinson Worldwide Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Parent, Borrower or its any of Borrower's Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of any interest or principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after on the same becomes dueLoan, or nonpayment of interest on any Loan commitment fee or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents Documents, or nonpayment of any Rate Management Obligations to any Lender, or nonpayment of any reimbursement obligations to a Lender under any Letter of Credit, in each case within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Parent or Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.19. 7.4 7.4. The breach by any the Parent or Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Parent, Borrower or any of its Borrower's Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to any Person other than the amount of the Net Xxxx-to-Market Exposure) Lenders aggregating in excess of $15,000,000 2,000,000 ("Material Indebtedness"); or the default by the Company Parent, Borrower or any of its Borrower's Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Parent, Borrower or any of its Borrower's Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Parent, Borrower or any of its Subsidiaries, Borrower's Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Parent, Borrower or any of Borrower's Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Parent, Borrower or any of its Borrower's Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Parent, Borrower or any of its Borrower's Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Parent, Borrower and Borrower's Subsidiaries which, when taken together with all other Property of the Company Parent, Borrower and its Borrower's Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Parent, Borrower or any of Borrower's Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 7.11. Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Substantial Portion of the Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Superior Energy Services Inc)

Defaults. The occurrence of any one or more of the following events in respect of any Borrower shall constitute a DefaultDefault with respect to such Borrower: 7.1 7.1. Any representation or warranty made or deemed made by the Company or on behalf of such Borrower (including any representation or warranty deemed made by such Borrower as to one of its Subsidiaries Subsidiaries) to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment 7.2. Such Borrower or, in the case of the Company, the Company or any of its Subsidiaries, shall fail to pay in respect of any Obligation owing by it (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligation under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any such Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.16 or 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any such Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to such Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach. 7.5 7.5. Failure of the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, Agreement or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due due, or to be required to be prepaid or repurchased, (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall be declared to be due and payable or the remaining outstanding principal amount thereof to be required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to the stated maturity thereof; or such Borrower or, in the Company or case of the Company, any of its Subsidiaries (other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC), shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid; and provided further that any “Default” of the Company under the New Illinois Agreement that exists solely as a result of a default by a Illinois Utility shall not constitute a Default under this Section 7.5 while the Company is otherwise in compliance with all its obligations under the New Illinois Agreement. 7.6 The Company 7.6. Such Borrower or any of its Subsidiaries, Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC ), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) or any Substantial Portion of their respective Propertyits Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary or a Non-Material Subsidiary or an SPC), or a proceeding described seeking an order for relief under the Federal bankruptcy laws as now or hereafter in Section 7.6(iv) effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors shall be instituted against the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) and such appointment continues shall continue undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of such Borrower or, in the Company or case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), which, when taken together with all other Property of such Borrower and/or, in the Company and its case of the Company, any such Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion of such Borrower’s or, in the case of the Company, the Company and its Subsidiaries’ Property, taken as a whole. 7.9. Such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member 7.10. An ERISA Event shall have occurred that, in the opinion of the Controlled Group shall fail Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to pay when due after the expiration of any applicable grace period an amount or amounts aggregating result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or any liability discharged prior to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5Amendment Effective Date) of ERISAthe Company, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect its Subsidiaries or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effectCommonly Controlled Entity in an aggregate amount exceeding $25,000,000. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Amendment Agreement (Ameren Energy Generating Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of Guarantor or the Company Borrower or its any of their Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any the Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.14 or 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any the Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 five days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower, the Guarantor or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 10,000,000 (“Material Indebtedness”); or the default by the Company Borrower, the Guarantor or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower, the Guarantor or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower, the Guarantor or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower, the Guarantor or any of its Subsidiaries, Material Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower, the Guarantor or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower, the Guarantor or any of its Material Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower, the Guarantor or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any courtThe Borrower, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company Guarantor or any of its Subsidiaries whichshall fail within 60 days to pay, when taken together with bond or otherwise discharge or stay one or more judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate. 7.9 The Unfunded Liabilities of all other Property of Single Employer Plans shall exceed in the Company and its Subsidiaries so condemned, seized, appropriated, aggregate $10,000,000 or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and Reportable Event that could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or Effect shall occur with respect to any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealPlan. 7.10 Any The Guarantor or any other member of the Controlled Group shall fail to pay when due after have been notified by the expiration sponsor of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which a Multiemployer Plan that it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail has incurred withdrawal liability under Title IV of ERISA to terminatesuch Multiemployer Plan in an amount which, when aggregated with all other amounts required to impose be paid to Multiemployer Plans by the Guarantor or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $10,000,000 or requires payments exceeding $10,000,000 per annum. 7.11 The Guarantor or any other than for premiums under Section 4007 member of ERISA) the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in respect of, reorganization or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be is being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000. 7.12 Any Change in Control shall occur. 7.13 Nonpayment by the Guarantor or any Subsidiary of any obligation in excess of $1,000,00010,000,000 with respect to a Rate Management Transaction when due. 7.11 The occurrence 7.14 Article IX hereof shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability thereof, or the Guarantor shall fail to comply with any of the terms or provisions thereof, or the Guarantor shall deny that it has any Change in Controlfurther liability thereunder, or shall give notice to such effect. 7.12 Any 7.15 The Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentthereof, or the Company or any Guarantor Subsidiary shall fail to comply with any of the terms or provisions of thereof, or any Collateral Document if the failure continues beyond Subsidiary shall deny that it has any period of grace provided for in the applicable Collateral Documentfurther liability thereunder, or shall give notice to such effect.

Appears in 1 contract

Samples: Credit Agreement (Puget Sound Energy Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Section 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lender or the to Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Section 7.2. Nonpayment within five (5) days after the same becomes due of principal of any Loan when dueor interest due upon any Loan, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)Documents. 7.3 Section 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Article VI; provided, however, that so long as (i) no breach by Borrower of any such terms or provisions of Article VI has occurred previously in the prior twelve (12) consecutive months, and (ii) such breach is not of the terms or provisions of Sections 6.2, 6.36.6, 6.46.8, 6.5, 6.106.9, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 or 6.19 which is 6.19, 6.20, 6.21, 6.22, 6.23, and/or 6.24, then the same shall not remedied constitute a Default hereunder if cured to the reasonable satisfaction of Lender within three Business Days fifteen (15) days after the earlier of (i) written notice to Borrower thereof from the AgentLender, or (ii) such time as any officer of Borrower has become aware of said breach. 7.4 Section 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document Documents which is not remedied within 15 fifteen (15) days after the earlier of (i) written notice to Borrower thereof from the AgentLender, or (ii) such time as any officer of Borrower has become aware of said breach. 7.5 Section 7.5. Failure of the Company Borrower or any of its Subsidiaries or any Affiliate of Borrower to pay when due (i) any Indebtedness or Rate Management Obligations Obligation(s) owing to Lender and unrelated to this Agreement, (valued ii) any Indebtedness owing by reference any of them in favor of any other Person which, individually or together with such other Indebtedness as to the which any such failure exists, has an aggregate outstanding principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 1,000,000 or which is secured by a Substantial Portion of its or their Property which constitutes Collateral under the Security Agreements (“Material Indebtedness”); , or the default by the Company Borrower or any of its Subsidiaries or Affiliates in the performance (beyond the applicable grace or cure period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Indebtedness, Rate Management Obligation(s) or Material Indebtedness was created or is governed, including, without limitation, in any Rate Management Transaction, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Indebtedness, Rate Management Obligation(s) or Material Indebtedness to cause, such Indebtedness, Rate Management Obligation(s) or Material Indebtedness to become due prior to its stated maturity; or any Indebtedness, Rate Management Obligation(s) or Material Indebtedness of the Company Borrower or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries or Affiliates shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 Section 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its or their respective Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Section 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of its or their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Section 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), Substantial Portion of the Property of Borrower and/or any of its Subsidiaries; or all or any portion of the Property of the Company or Borrower and/or any of its Subsidiaries which, when taken together with all other Property of the Company and Borrower and/or any of its Subsidiaries which has been so condemned, seized, appropriated, or taken into custody or control ofunder control, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion, except pursuant to the legal order of the U.S. government in time of war. Section 7.9. One or more (i) judgments or orders for the payment of money in an aggregate amount in excess of $2,000,000 (or the equivalent thereof in currencies other than U.S. Dollars), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, are entered against Borrower or any of its Subsidiaries, which judgment(s), in any such case, is/are not (i) stayed on appeal, (ii) otherwise being appropriately contested in good faith, or (iii) paid, bonded or otherwise discharged (including, without limitation, as a result of any insurance settlement or payment) within forty-five (45) days after entry thereof. Section 7.10. The Unfunded Liabilities of all Single Employer Plans shall in the aggregate exceed $100,000 or any Reportable Event shall occur in connection with any Plan. Section 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $100,000 or requires payments exceeding $100,000 per annum. Section 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000. Section 7.13. The Borrower or any of its Subsidiaries shall violate any Environmental Law, which violation could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries Section 7.14. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.15. The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace or cure therein provided, and which could reasonably be expected to have a Material Adverse Effect. 7.12 Section 7.16. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Section 7.17. The Collateral Document shall under the Security Documents shall, for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementreason, in any Collateral purported the reasonable discretion of Lender, materially decline in value, unless, immediately upon demand, additional security reasonably satisfactory to be covered thereby, except Lender is provided. Section 7.18. Failure by Borrower to pay all amounts owing under or in connection with the CIT Loan as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentand when due, or the Company default by Borrower in the performance of any term, provision or condition contained in any document, instrument, security agreement or other agreement evidencing or securing the CIT Loan (defined below) or under which the CIT Loan is created or governed, or any Guarantor other event shall fail occur or condition exist, the effect of which is to comply with any cause the holder(s) of the terms CIT Loan to cause the obligations of the Borrower thereunder to become due prior to its stated maturity; giving effect, in each such instance to any grace or provisions cure period applicable under the CIT Loan; provided, however, that this Section 7.18 shall be void and of any Collateral Document if no further effect at such time as the failure continues beyond any period of grace provided for outstanding principal balance, together with all interest and other sums owing in connection therewith, shall be equal to or less than $1,000,000.00. “CIT Loan” means the financing extended by CIT Group to Borrower in the applicable Collateral Documentmaximum principal amount of $11,000,000.00 in March of 2005, the proceeds of which were used to repay the Term Loans made pursuant to the First Amended and Restated Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Airnet Systems Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within three Business Days after written notice from the Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three Business Days five days after written notice from the Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000 in aggregate amount for the Company and its Subsidiaries, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 5,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,0005,000,000 in aggregate amount for the Controlled Group. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action release by the Company or any of its Subsidiaries not consented to by the Required LendersSubsidiaries, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by other Person of any toxic or hazardous waste or substance into the Company environment, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable foreign, federal, state or the Company local environmental, health or any Guarantor shall fail safety law or regulation, which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Appears in 1 contract

Samples: Loan Agreement (Myers Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28 and 6.29. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference including, without limitation, Receivables Facility Attributed Indebtedness) (subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured and (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created Agreement (including, without limitation, any “Amortization Event” or is governedevent of like import in connection with the Receivables Purchase Facility) and such default has not been (x) timely cured and (y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof, or any other event shall occur or condition exist, (A) the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or (B) if such default shall occur under any Receivables Purchase Documents, the effect thereof is to (1) terminate the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of the Borrower or its Subsidiaries) or (2) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.10 Any member The Unfunded Liabilities of the Controlled Group all Single Employer Plans shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of exceed $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupaggregate, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there Reportable Event shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply connection with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral DocumentPlan.

Appears in 1 contract

Samples: Credit Agreement (Res Care Inc /Ky/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, any Letter of Credit, any Guaranty or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of principal of any Loan or Revolving Note or L/C Obligation when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or Revolving Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three five Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.1, 6.2, 6.36.3(a), 6.4, 6.56.9(b), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, 6.21, 6.22, 6.23 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.24. 7.4 The breach by any the Borrower or any Guarantor of its Subsidiaries (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after receipt of written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness equal to or Rate Management Obligations (valued by reference to exceeding $25,000,000 in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)aggregate when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness equal to or exceeding $25,000,000 in the aggregate was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness evidenced by or relating to the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, or any Permitted Subordinated Debt, or any other Indebtedness of the Company Borrower or any of its Subsidiaries equal to or exceeding $25,000,000 in the aggregate, shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) ), or becomes manditorily redeemable, prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (ia) have an order for relief entered with respect to it under the United States bankruptcy laws as now or hereafter in effect or cause or allow any existing similar event to occur under any bankruptcy or future similar law or laws for the relief of debtors as now or hereafter in effect in any other jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator liquidator, monitor or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the United States bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or any of its property or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or compromise of debt or relief of debtors as now or similar proceeding hereafter in effect in any jurisdiction, or any organization, arrangement or compromise of debt under the laws of its jurisdiction of incorporation or fail to promptly file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vif) fail to contest in good faith faith, or consent to or acquiesce in, any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed (either privately or by a court) for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion Portion. 7.9 Any judgment or order for the payment of money in excess of $25,000,000 in the aggregate shall be rendered against the Borrower or any Subsidiary of the Borrower, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect. 7.10 An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding $15,000,000. 7.11 Any non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary of the Borrower that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect. 7.12 Except as permitted by Section 6.17(c), any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any Guarantor not to be, a valid, perfected, first priority (subject Permitted Encumbrances (solely to the extent such Permitted Encumbrances are prior as a matter of law) and Liens expressly permitted by clauses (e), (f) and (g) of Section 6.16) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss results solely from the actions or the failure to act of the Agent. 7.13 The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any such Subsidiary, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any environmental, health or safety law or regulation of any Governmental Authority, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 7.14 Any Guaranty or other Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty or other Loan Document, or any Guarantor denies shall fail to perform its obligations under or otherwise comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 7.15 Any Collateral Document Change in Control shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Appears in 1 contract

Samples: Credit Agreement (Omnicare Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28 and 6.29. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured and (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement and such default has not been (x) timely cured and (y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.10 Any member The Unfunded Liabilities of the Controlled Group all Single Employer Plans shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of exceed $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupaggregate, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there Reportable Event shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply connection with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral DocumentPlan.

Appears in 1 contract

Samples: Credit Agreement (Res Care Inc /Ky/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor the Company of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 6.21. 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within three Business Days ten days after written notice from the Agent. 7.4 The occurrence of such breach by any Borrower or any Guarantor (ii) (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the Agentoccurrence of such breach. 7.5 7.5. Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date (or, in the case of any Receivables Facility Attributable Indebtedness, cause such Indebtedness to amortize or liquidate or terminate the reinvestment of collections or proceeds of receivables); or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof, provided, that the occurrence of any of the foregoing with respect to Receivables Facility Attributed Indebtedness shall not constitute a Default hereunder so long as the aggregate outstanding amount thereof does not exceed the Available Aggregate Revolving Loan Commitment; or the occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Company or any Subsidiary is the defaulting party or (ii) any termination event as to which the Company or any Subsidiary is an affected party and, in either event, the termination value or other similar obligation owed by the Company or such Subsidiary as a result thereof is in excess of $10,000,000 and remains unpaid; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Borrower or any of its Subsidiaries, Material Subsidiary shall (i) have an order for relief entered with respect to it under any existing Federal, state or future law of any jurisdiction, domestic or foreign, relating to foreign bankruptcy, insolvency, reorganization administrative receivership or relief of debtorssimilar law now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing Federal, state or future law of any jurisdiction, domestic or foreign, relating to foreign bankruptcy, insolvency, reorganization administrative receivership or relief of debtors, similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdictionFederal, domestic state or foreign, relating to foreign bankruptcy, insolvency or reorganization or relief of debtors insolvency, administrative receivership or similar proceeding law now or hereafter in effect or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of any Borrower or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company a Borrower or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company any Borrower or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Company or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall have occurred with respect to any Plan that, together with all other Reportable Events that have occurred and are continuing, could reasonably be expected to result in liability to the Company and its Subsidiaries in an aggregate amount in excess of $20,000,000, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA. 7.11. The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled Group, any plan administrator or any combination Group as withdrawal liability (determined as of the foregoing; date of such notification), exceeds $20,000,000 or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of requires payments exceeding $1,000,0005,000,000 per annum. 7.11 The occurrence of any Change in Control. 7.12 7.12. Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Loan Document, or any Guarantor denies Loan Party shall fail to comply with any of the terms or provisions of any Loan Document to which it is a party, or any Loan Party shall deny that it has any further liability under any Guaranty Loan Document to which it is a party, or gives shall give notice to such effect. 7.13 7.13. Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any material portion of the Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor . 7.14. Any Change in Control shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Appears in 1 contract

Samples: Credit Agreement (Actuant Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within three Business Days after written notice from the Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three Business Days five days after written notice from the Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000 in aggregate amount for the Company and its Subsidiaries, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 5,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.a

Appears in 1 contract

Samples: Loan Agreement (Myers Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be prove to have been materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one three Business Day Days after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The material breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.29. 7.4 7.4. The material breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to other than the amount of the Net Xxxx-to-Market ExposureObligations) aggregating in excess of $15,000,000 1,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the federal bankruptcy Laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the federal bankruptcy Laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, Law relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Parent, the Borrower and their Subsidiaries which, when taken together with all other Property of the Company Parent, the Borrower and its their Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion unless Outstanding Credit Exposure is contemporaneously reduced by the Release Price determined in connection therewith by the Required Lenders. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $2,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $100,000 or any Reportable Event shall occur in connection with any Plan. 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan, if any, that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan, if any, is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000. 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the Release by the Borrower, any of its Subsidiaries or any other Person of any Hazardous Substance into the environment, or (ii) violate any Applicable Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.15. The occurrence of any Change “default”, as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lenderthis Agreement) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if the failure (other than this Agreement), which default or breach continues beyond any period of grace provided for in the applicable Collateral Documenttherein provided.

Appears in 1 contract

Samples: Credit Agreement (Petroquest Energy Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within five Business Days after written notice from the Administrative Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three five Business Days after written notice from the Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.20. 7.4 The breach by any Borrower or Guarantor of, or other default by any Borrower or Guarantor (other than a breach which constitutes a Default under Section 7.1under, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document (other than a breach or default which constitutes a Default under Section 7.1, 7.2 or 7.3) which is not remedied within 15 30 days after written notice from the Administrative Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) voluntarily have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company One or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order more judgments for the payment of money in an aggregate amount in excess of $15,000,00025,000,000 (other than judgments covered by insurance issued by an insurer that has accepted coverage and has the ability to pay such judgments) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 90 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment which is not effectively stayed on appeal.for a period of 30 consecutive days; 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 25,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in excess of $25,000,000 in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the that could reasonably be expected to result in PBGC would be entitled to obtain obtaining a decree adjudicating that any Material Plan must be terminated; or the determination by the PBGC of liability in excess of $25,000,000 on any member of the Controlled Group pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, to one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,00025,000,000. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action Release by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company other Person of any Hazardous Substance, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable Environmental Law, or the Company or any Guarantor shall fail which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Appears in 1 contract

Samples: Credit Agreement (Diebold Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 6.21. 7.4. The breach by the Borrower (i) of Section 6.1 which is not remedied within three Business Days ten days after written notice from the Agent. 7.4 The occurrence of such breach by any Borrower or any Guarantor (ii) (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the Agentoccurrence of such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Borrower or any Subsidiary is the defaulting party or (ii) any termination event as to which the Borrower or any Subsidiary is an affected party and, in either event, the termination value or other similar obligation owed by the Borrower or such Subsidiary as a result thereof is in excess of $10,000,000 and remains unpaid; or the Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Material Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall occur in connection with any Plan, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed. 7.11. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled Group, any plan administrator or any combination Group as withdrawal liability (determined as of the foregoing; date of such notification), exceeds $20,000,000 or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of requires payments exceeding $1,000,0005,000,000 per annum. 7.11 The occurrence of any Change in Control. 7.12 7.12. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 7.13. Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor . 7.14. Any Change in Control shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Appears in 1 contract

Samples: Credit Agreement (Actuant Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, Extension or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be being false or misleading in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, or nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fronting Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.166.7, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31 and 6.32. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which breach is not remedied within 15 30 days after written the earlier of (a) the Borrower becomes aware thereof or (b) the Borrower receives notice of the same from Administrative Agent; provided, however, that if such breach cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of such breach, the Borrower shall have a reasonable period to remedy such breach beyond such 30-day period, which shall not exceed 90 days. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or , the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existcondition, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not failure to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, shall Subsidiaries (i) have has an order for relief entered with respect to it under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fails to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Company Borrower or any of its Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member An ERISA Event occurs that, in the opinion of the Controlled Group shall fail Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to pay when due after the expiration of any applicable grace period an amount or amounts aggregating result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 The occurrence Nonpayment by the Borrower or any Subsidiary of any material Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition in any material Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12 Any Change in Control. 7.12 Any 7.13 The occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any notice, grace or cure period therein provided. 7.14 The Guaranty shall fail fails to remain in full force or effect or effect, any action shall be is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any Guaranty Guarantor, any Guarantor fails to comply with any of the terms or provisions of the Guaranty, or any Guarantor denies that it has any further liability under any the Guaranty to which it is a party, or gives notice to such effect. 7.13 7.15 Any Collateral Document shall necessary to create or grant a security interest in the Collateral or to perfect a security interest in the Collateral (the “Material Collateral Documents”) for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail fails to create a valid and perfected first first-priority security interest, subject to the Intercreditor Agreement, interest in any substantial portion of the Collateral or any material Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any such Material Collateral DocumentDocuments, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail fails to remain in full force or effect or effect, any action shall be is taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Material Collateral Document, or the Company Borrower or any Guarantor shall fail Domestic Subsidiary fails to comply in any material way with any of the terms or provisions of any Material Collateral Document if the failure continues beyond to which it is a party (subject to any period of applicable notice, grace provided for in the applicable Collateral Documentor cure periods therein provided).

Appears in 1 contract

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within three Business Days after written notice from the Administrative Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three Business Days five days after written notice from the Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.20. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Administrative Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000 in aggregate amount for the Company and its Subsidiaries, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 5,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,0005,000,000 in aggregate amount for the Controlled Group. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action release by the Company or any of its Subsidiaries not consented to by the Required LendersSubsidiaries, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by other Person of any toxic or hazardous waste or substance into the Company environment, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable foreign, federal, state or the Company local environmental, health or any Guarantor shall fail safety law or regulation, which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Appears in 1 contract

Samples: Loan Agreement (Myers Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, any Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan Note when due, ; nonpayment of any Reimbursement Obligation within one Business Day after the same becomes when due, ; or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee fee or any other payment obligations obligation under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.17 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen days after the earlier to occur of (i) receipt of written notice from the AgentAgent or any Lender or (ii) the date the Borrower becomes aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)5,000,000 in the aggregate when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness in excess of $5,000,000 in the aggregate was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness in excess of $5,000,000 in the aggregate of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty that constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any portion of its Property that constitutes a Substantial Portion of their respective PropertyPortion, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.9. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member 7.10. The Borrower or any of its Subsidiaries shall be the Controlled Group shall fail to pay when due after the expiration subject of any applicable grace period an amount proceeding or amounts aggregating in excess of $1,000,000 which it shall have become liable investigation pertaining to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA the release by any member of the Controlled Group, any plan administrator Borrower or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect ofits Subsidiaries, or to cause a trustee to be appointed to administer any Material Plan; other Person of any toxic or a condition shall exist by reason of which hazardous waste or substance into the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal fromenvironment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 The occurrence of any 7.11. Any Change in ControlControl shall occur. 7.12 7.12. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason 7.13. Twenty-five percent (other than solely as the result of an act 25%) or omission more of the Agent or a Lendervalue of any class of equity interests (which are not "publicly-offered securities" within the --- meaning of 29 C.F.R. Sec.2510.3-101 (b)(2)) fail to create a valid and perfected first priority security interest, subject to in the Intercreditor Agreement, in any Collateral purported to Borrower shall be covered thereby, except as permitted held by "benefit plan investors" within the terms meaning of this Agreement 29 C.F.R. Sec.2510.3-101(f). 45 7.14. The Borrower or any Collateral Document, or, due to any action by Subsidiary shall have received notice of the Company suspension or debarment of the Borrower or any of its Subsidiaries not consented to by Subsidiary from contracting with the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfederal government.

Appears in 1 contract

Samples: Revolving Credit Agreement (BDM International Inc /De)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.3 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, or 6.17; or the breach by the Borrower of any of the terms or provisions of Sections 6.18, 6.18 6.19 or 6.19 6.20, which is not remedied within three Business Days after written notice from the Agent10 days. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the with a then outstanding principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 (“Material "Major Indebtedness”); ") or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Major Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Major Indebtedness to cause, cause such Material Major Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries of a then outstanding principal amount of $500,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.scheduled

Appears in 1 contract

Samples: Credit Agreement (Bio Rad Laboratories Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower under or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false incorrect or untrue in any material respect on the date as of which when made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one five (5) Business Day Days after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations fee under any of the Loan Documents within three five (5) Business Days after the same becomes due or (unless such iv) any other obligation or liability under this Agreement or any other Loan has been rolled over as provided in this Agreement)Document within thirty (30) days after the same becomes due. 7.3 (a) The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.36.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, 6.4as applicable), 6.56.4 (with respect to the Borrower's or any Material Subsidiary's existence), 6.10, 6.11, 6.12, 6.13, 6.13 or 6.14, 6.15(b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.166.1.2, 6.176.1.3, 6.18 or 6.19 6.1.8 which is not remedied within three five (5) Business Days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower or (c) the breach by the Borrower of any of the terms or provisions of Section 6.16 or 6.17 which is not remedied within five (5) Business Days after the earlier of (i) written notice is given to the Borrower by the Agent or a Lender and (ii) the date an Authorized Officer becomes aware of such Default. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower. 7.5 (a) Failure of the Company Borrower or any of its Subsidiaries Material Subsidiary to pay when due (after any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposureapplicable grace period) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or (b) the default by the Company Borrower or any Material Subsidiary shall default (after the expiration of its Subsidiaries any applicable grace period) in the observance or performance of any term, provision covenant or condition contained in agreement relating to any agreement under which any Material Indebtedness and as a result thereof such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the Company consummation of a transaction by the Borrower or any such Subsidiary not prohibited pursuant to this Agreement; or (c) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Material Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Material Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government 7.8. A judgment or governmental agency other court order for the payment of money in excess of $65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all be rendered against the Borrower or any portion Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9. The Unfunded Liabilities of all Single Employer Plans could in the Property of the Company aggregate reasonably be expected to result in a Material Adverse Effect or any of its Subsidiaries which, when taken together Reportable Event shall occur in connection with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and Plan that could reasonably be expected to have a Material Adverse Effect. 7.9 7.10. Any Change in Control shall occur. 7.11. The Company Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $65,000,000. 7.12. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00065,000,000. 7.11 The occurrence of any Change in Control. 7.12 7.13. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms material portion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document Note shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or Borrower to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Oge Energy Corp.)

Defaults. The occurrence of any one anyone or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility feeFacility Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.26.2 , 6.36.3 , 6.46.9 , 6.56.11 , 6.10, 6.11, 6.126.12 , 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 , 6.19 or 6.19 6.20; or the breach by the Borrower of any of the terms or provisions of Section 6. 1 which is not remedied within three five Business Days after written notice from the AgentAgent or any Lender. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3) of this Article VII of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000 000 (“Material Indebtedness”Indebtedness ); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; , or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fall to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed un stayed for a period of 60 30 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (except to the extent covered by insurance as to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in currencies other than U. S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company 7.10 A Reportable Event shall occur that results in or could result in liability of the Borrower, any Subsidiary of the Borrower or their ERISA Affiliates to the PBGC or to any Plan and such Reportable Event is not corrected with ten (10) days after the occurrence thereof, or any Reportable Event shall occur which could constitute grounds for termination of any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer any such Plan and such Reportable Event is not corrected within ten (10) days after the occurrence thereof; or the Borrower, any Subsidiary of the Borrower or any of its Subsidiaries their ERISA Affiliates shall fail within 90 days file a notice of intent to payterminate a Plan or other proceedings shall be instituted to terminate a Plan; or the Borrower, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member Subsidiary of the Controlled Group Borrower or any of their ERISA Affiliates shall fail to pay when due after any liability to the expiration of any applicable grace period an amount PBGC or amounts aggregating in excess of $1,000,000 which it to a Plan; or the PBGC shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute instituted proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer administer, any Material Plan of the Borrower, its Subsidiaries or their ERISA Affiliates; or any Person shall engage in a Prohibited Transaction with respect to any Plan which results in or could result in liability of the Borrower, any Subsidiary of the Borrower, any of their ERISA Affiliates, any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates or fiduciary of any such Plan; or the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates shall fail to make a condition shall exist by reason of which the PBGC would be entitled required installment or other payment to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5302(f) of ERISA or Section 412(n) of the Code, which failure results in or could result in liability of the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates to the PBGC or any Plan; or the Borrower, any of its Subsidiaries or any of their ERISA Affiliates shall withdraw from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; or the Borrower, any of its Subsidiaries or any of their ERISA Affiliates shall become an employer with respect to, one or more to any Multiemployer Plans which causes one or more members Plan without the prior written consent of the Controlled Group to incur a current payment obligation in excess of $1,000,000Required Lenders. 7.11 The occurrence Borrower or any of its Subsidiaries shall (i) be the subject of any Change proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in Controlthe case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect and is not remedied within 30 days. 7.12 Any Change in Control shall occur. 7.13 The Guaranty shall fail to remain in full force or effect as to any Guarantor or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such effect. 7.14 Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fall remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, . 7.15 Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the Company breach by the Borrower or any Guarantor shall fail to comply with Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for type described in the applicable Collateral Documentdefinition of “Rate Management Transactions ” whether or not any Lender or Affiliate of a Lender is a par thereto. 7.16 Borrower or any other Loan Party fails to deliver to Agent, as of the deadline specified therein, the items stated in Section 4. 1(vii).

Appears in 1 contract

Samples: Credit Agreement (Coachmen Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one two Business Day Days after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29 and 6.30. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured or (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created Agreement and such default has not been (x) timely cured or is governed(y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolutiondissolution (except as permitted by Section 6.4), winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.10 Any member Plan shall incur an accumulated funding deficiency (as defined in Section 412(a) of the Code) whether or not waived; or the Borrower shall fail, or permit any Controlled Group shall fail member to pay when due after the expiration of fail, to make a required installment or any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed other required payment under Section 4041(c412 of the Code on or before the due date for such installment or payment which could result in the imposition of a lien under Section 412(n) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Code. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Abx Air Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company REIT or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (a) principal of any Loan when due, nonpayment of or any Reimbursement Obligation within one Business Day after when due or (b) any interest upon any Loan, any Unused Fee, Facility Fee, Ticking Fee or LC Fee, the same becomes duePrepayment Premium, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three (3) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 (a) The breach by any Borrower the REIT or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.2, 6.36.3(a), 6.46.4(b)(i) (solely with respect to the REIT, 6.5any other Parent Guarantor or the Borrower), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 6.19; or (b) the breach by the REIT or any of its Subsidiaries of Section 6.4(b)(i) (solely with respect to any Loan Party (other than the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.1 which is not remedied within three ten (10) Business Days after written notice from the Agentearlier of (i) any Authorized Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.4 7.4. The breach by any Borrower the REIT or any Guarantor of its Subsidiaries (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (a) any Authorized Officer becoming aware of any such breach and (b) the Administrative Agent notifying the Borrower of any such breach. 7.5 (a) Failure of the Company REIT or any of its Subsidiaries to pay when due (after giving effect to all grace periods) any Indebtedness payment (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (b) the default by the Company REIT or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (b) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (c) any portion of Material Indebtedness of the Company REIT or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or . 7.6. The REIT, the Company Borrower, any Eligible Property Entity or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its PropertyProperties, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate formal corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7; or (g) admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company REIT, the Borrower, any Eligible Property Entity or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective Propertyits Properties, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company REIT, the Borrower, any Eligible Property Entity or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company REIT or any of its Subsidiaries which, when taken together with all other Property of the Company REIT, the Borrower and its the REIT’s Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. One or more (a) judgments or orders for the payment of money in excess of $100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, shall remain unstayed, undischarged, undismissed, unvacated or unsatisfied for a period of thirty (30) consecutive days. 7.9 The Company (a) With respect to a Plan, the REIT, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 100,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or (b) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected to cause result in a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 The occurrence 7.11. Any Change of any Change in ControlControl shall occur. 7.12 7.12. Any Guaranty Loan Document shall fail to remain in full force or effect (other than as the result of the application of the specific provisions of such Loan Document) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Extra Space Storage Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Parent or its Subsidiaries any Material Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of (a) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the “Availability”) on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) when due if the Availability is less than the principal amount so due, (c) nonpayment of interest upon any Loan or of any Facility fee or usage fee, LC Fee, or other obligations under any of the Loan Documents within five days after the same becomes due, or (d) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of the Borrowers of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.10 through 6.20. 7.4 The breach by any Borrower or any Guarantor of the Borrowers (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Parent or any of its Subsidiaries Material Subsidiary to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 75,000,000 (“Material Indebtedness”); or the default by the Company Parent or any of its Subsidiaries Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Parent or any of its Subsidiaries Material Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Parent or any of its Subsidiaries Material Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Parent or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws (or future law of any jurisdiction, domestic comparable foreign laws) as now or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws (or future law of any jurisdiction, domestic comparable foreign laws) as now or foreign, relating to bankruptcy, insolvency, reorganization hereafter in effect or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth out in this Section 7.6 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consent, consent of the Parent or any Material Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Parent or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Parent or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Parent and its Material Subsidiaries which, when taken together with all other Property of the Company Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $25,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $50,000,000 or any Reportable Event that could reasonably be expected to have a Material Adverse Effect shall occur in connection with any Plan. 7.11 The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $25,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 7.13 The Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14 Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.15 The occurrence of any Change in Control“default” under any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 Any 7.16 The Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any Guaranty of the material terms or any Guarantor denies that it has any further liability under any provisions of the Guaranty to which it is a party, or gives the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Cooper Cameron Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, any Letter of Credit, any Guaranty or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan or Note or L/C Obligation when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three five Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.1, 6.2, 6.3, 6.4, 6.56.3(a), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 6.19, 6.20, 6.21, 6.22, 6.23, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.24. 7.4 7.4. The breach by any the Borrower or any Guarantor of its Subsidiaries (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after receipt of written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness equal to or Rate Management Obligations (valued by reference to exceeding $25,000,000 in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)aggregate when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness equal to or exceeding $25,000,000 in the aggregate was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness evidenced by or relating to the 2020 Subordinated Notes, the 2025 Subordinated Convertible Notes, the 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, or any Permitted Subordinated Debt, or any other Indebtedness of the Company Borrower or any of its Subsidiaries equal to or exceeding $25,000,000 in the aggregate (assuming a full draw in the case of any revolving facility (other than Revolving Commitments and Revolving Loans in respect of this Agreement)), shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) ), or shall become mandatorily redeemable, prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (ia) have an order for relief entered with respect to it under the United States bankruptcy laws as now or hereafter in effect or cause or allow any existing similar event to occur under any bankruptcy or future similar law or laws for the relief of debtors as now or hereafter in effect in any other jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator liquidator, monitor or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the United States bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or any of its property or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or compromise of debt or relief of debtors as now or similar proceeding hereafter in effect in any jurisdiction, or any organization, arrangement or compromise of debt under the laws of its jurisdiction of incorporation or fail to promptly file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vif) fail to contest in good faith faith, or consent to or acquiesce in, any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed (either privately or by a court) for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each each, a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any 7.9. Any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 25,000,000 in the aggregate shall be rendered against the Borrower or any Subsidiary of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it Borrower, and either (i) enforcement proceedings shall have become liable to pay under Title IV of ERISA; been commenced by any creditor upon such judgment or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 order or (a “Material Plan”ii) there shall be filed under Section 4041(c) a period of ERISA by any member 60 consecutive days during which a stay of the Controlled Groupenforcement of such judgment or order, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would a pending appeal or otherwise, shall not be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document 7.10. An ERISA Event shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding $15,000,000. 7.11. Any non-monetary judgment or order shall fail to remain in full force or effect be rendered against the Borrower or any action Subsidiary of the Borrower that could reasonably be expected to have a Material Adverse Effect, and there shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any a period of grace provided for 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in the applicable Collateral Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (Omnicare Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by the Company or its Subsidiaries on behalf of any Credit Party to the Lenders Participants, the Agent or the Agent in any Loan Document, Issuer under or in connection with this Agreement, any other L/C Document, any Facility Letter of Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any Loan other L/C Document shall be materially false in any material respect or misleading on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of (a) any Loan Reimbursement Obligation when due, nonpayment or (b) any other fee or obligations owing by any Credit Party under any of any Reimbursement Obligation the L/C Documents within one Business Day five days after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 7.3. The breach by any Borrower or any Guarantor Credit Party of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.20 or 6.21, or ----------- --- ---- ---- ---- ---- ---- ---- ---- ---- ---- Article XIII hereof; or the breach by any Credit Party of any of the terms or ------------ provisions of Section 6.14 or 6.18 or 6.19 which is not remedied within three Business Days ten days after written notice from the Agent------------ ---- any Credit Party learns thereof. 7.4 7.4. The breach by any Borrower or any Guarantor Credit Party (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of ----------- --- --- this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the Agent, the Issuer or any Participant. 7.5 7.5. Failure of the Company any Credit Party or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of of, singly or in the aggregate for all such Subsidiaries, $15,000,000 (“Material Indebtedness”)10,000,000; or the default by the Company any Credit Party or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness of the Company any Credit Party or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. Any Credit Party or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing state, federal or future law of any jurisdiction, domestic foreign bankruptcy or foreign, relating to bankruptcy, insolvency, reorganization similar laws as now or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing state, federal or future law of any jurisdiction, domestic foreign bankruptcy or foreign, relating to bankruptcy, insolvency, reorganization similar laws as now or relief of debtors, hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any ----------- appointment or proceeding described in Section 7.77.7 or not pay, or admit in ----------- writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of any Credit Party or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Credit Party or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section ------- 7.6(iv) shall be instituted against the Company such Credit Party or any of its Subsidiaries ------- and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), ------------ all or any portion of the Property of the Company any Credit Party or any of its Subsidiaries which, when taken together with all other Property of the Company such Credit Party and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effectof its Property. 7.9 The Company 7.9. Any Credit Party or any of its Subsidiaries shall fail within 90 45 days to pay, bond or otherwise discharge any judgment or order for the payment of money money, either singly or in the aggregate, in excess of $15,000,00010,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any Change in Control shall occur or the Guarantor shall cease to own 100% of the outstanding shares of capital stock of the Company. 7.11. The occurrence of any "default", as defined in any L/C Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000 or any Reportable Event shall occur in connection with any Plan. 7.13. Any Credit Party or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by such Credit Party or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled Group, any plan administrator or any combination Group as withdrawal liability (determined as of the foregoing; date of such notification), exceeds $5,000,000 or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of requires payments exceeding $1,000,000500,000 per annum. 7.11 The occurrence of any Change in Control. 7.12 7.14. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company Credit Party or any of its Subsidiaries not consented shall be the subject of any proceeding or investigation pertaining to the release by such Credit Party or any of its Subsidiaries or any other person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.15. The Company shall cease to be duly licensed as an insurance company under Bermuda law. 7.16. Any License of any Insurance Subsidiary held by such Insurance Subsidiary on the Closing Date or acquired by such Insurance Subsidiary thereafter, the loss of which would have, in the reasonable judgment of the Agent, the Issuer and the Participants, a Material Adverse Effect, (i) shall be revoked by a final non-appealable order by the Required Lendersjurisdiction which shall have issued such License, or any Collateral Document action (whether administrative or judicial) to revoke such License shall have been commenced against such Insurance Subsidiary which shall not have been dismissed or contested in good faith within 30 days of the commencement thereof, (ii) shall be suspended by such state for a period in excess of 30 days or (iii) shall not be reissued or renewed by such jurisdiction upon the expiration thereof following application for such reissuance or renewal by such Insurance Subsidiary. 7.17. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Company or Guarantor, any of its Subsidiaries not consented to by the Required Lenders or any Governmental Authority to discontinue or to assert the invalidity or unenforceability of any Collateral Documentthereof, or the Guarantor denies that it has any further liability hereunder, or gives notice to such effect. 7.18. The Company or any Guarantor shall fail at any time to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentremain Solvent.

Appears in 1 contract

Samples: Letter of Credit Agreement (Torchmark Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a "Default" hereunder: 7.1 Any (a) any representation or warranty made or deemed made by the Company or its Subsidiaries on behalf of any Loan Party to the Lenders any Lender or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document of the foregoing shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent.made; 7.2 Nonpayment of principal (b) nonpayment, when due (whether upon demand or otherwise), of any Loan when dueprincipal, nonpayment of any interest, fee, Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations obligation owing under any of the Loan Documents within three Business Days after Document; A&R CREDIT AGREEMENT (c) the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor Loan Party of any of the terms or provisions of Sections Section 6.2, 6.36.3(a), 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.16 through 6.23 or 6.19 which is not remedied within three Business Days after written notice from 6.25 through 6.33; (d) the Agent. 7.4 The breach by any Borrower or any Guarantor Loan Party (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) Section 6.1, 6.3 (other than Section 6.3(a)), 6.4 through 6.15, or 6.24 of this Agreement or any other Loan Document which is not remedied within 15 five days after from the earlier of (x) the date on which any Loan Party had actual or constructive knowledge of such breach or (y) the date on which such Loan Party receives written notice from the Agent. 7.5 Failure of the Company Agent or any Lender or (ii) any other Section of its Subsidiaries this Agreement which is not remedied within fifteen days after the earlier of (x) the date on which any Loan Party had actual or constructive knowledge of such breach or (y) the date on which such Loan Party receives written notice from the Agent or any Lender; (e) failure of any Loan Party to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); a default, breach or the default by the Company or any of its Subsidiaries in the performance of other event occurs under any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or Agreement of any other event shall occur or condition existLoan Party, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company or any of its Subsidiaries Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Company or (f) any of its Subsidiaries, Loan Party shall (i) have an order for relief entered with respect to it under any existing the Bankruptcy Code as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under any existing the Bankruptcy Code as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 subsection (f) or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without its application, approval or consent, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company any Loan Party or any portion of its Subsidiaries or any Property which constitutes a Substantial Portion of their respective PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Company or any of its Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty consecutive days.; 7.8 Any (h) any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Loan Party which, when taken together with all other Property of the Company and its Subsidiaries any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion; A&R CREDIT AGREEMENT (i) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgments or orders, in any such case, are not stayed on appeal.appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur; (l) the Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan; (m) any Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by such Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum; (n) a Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of such Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000.; 7.11 The (o) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by the any Loan Party or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect (as determined by Agent in its Permitted Discretion); (p) the occurrence of any Change "default", as defined in Control.any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; 7.12 Any (q) any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of the Guaranty to A&R CREDIT AGREEMENT 77 which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect.; 7.13 Any (r) any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (s) any material provision of any Loan Document if for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the failure continues beyond enforceability of any period Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of grace provided for any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (t) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; (u) nonpayment by any Borrower or any of its Subsidiaries of any Rate Management Obligation when due or the breach by any Borrower or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the applicable Collateral Documentdefinition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto; or (v) any Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any Property of such Loan Party having a fair market value in excess of $500,000.

Appears in 1 contract

Samples: Credit Agreement (Newpark Resources Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of GPU or the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business 40 Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Article VI Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.16 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 The breach by any the Borrower or any Guarantor GPU (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 five days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries or GPU or any Material GPU Subsidiary to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 in the case of the Borrower or any of its Subsidiaries, $20,000,000 in the case of GPU or $20,000,000 in the case of any Material GPU Subsidiary ("Material Indebtedness"); or the default by the Company or Borrower, any of its Subsidiaries Subsidiaries, GPU or any Material GPU Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or Borrower, any of its Subsidiaries Subsidiaries, GPU or any Material GPU Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or Borrower, any of its Subsidiaries Subsidiaries, GPU or any Material GPU Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or Borrower, any of its Subsidiaries, GPU or any Material GPU Subsidiary shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower, any of its Subsidiaries, GPU or any Material GPU Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or Borrower, any of its Subsidiaries Subsidiaries, GPU or any Material GPU Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or Borrower, any of its Subsidiaries Subsidiaries, GPU or any Material GPU Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 Any courtThe Borrower, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries whichSubsidiaries, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company GPU or any of its Subsidiaries Material GPU Subsidiary shall fail within 90 30 days to pay, bond or otherwise discharge any judgment one or order more judgments or orders for the payment of money in excess of $15,000,000, which is not stayed on appeal5,000,000 in the case of the Borrower and its Subsidiaries or $20,000,000 in the case of GPU and the Material GPU Subsidiaries (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate. 7.9 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $5,000,000 or any Reportable Event shall occur in connection with any Plan. 7.10 Any The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $5,000,000 or requires payments exceeding $5,000,000 per annum. 7.11 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $5,000,000. 7.12 Any Change in Control shall occur. 7.13 Nonpayment by the Borrower or any Subsidiary of any obligation with respect to a current payment obligation Rate Management Transaction in excess of $1,000,0005,000,000 when due. 7.11 The occurrence of any Change in Control. 7.12 Any 7.14 After its delivery, the GPU Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentthe GPU Guaranty, or the Company or any Guarantor GPU shall fail to comply with any of the terms or provisions of the GPU Guaranty, or any Collateral Document if GPU shall deny that it has any further liability under the failure continues beyond any period of grace provided for in the applicable Collateral DocumentGPU Guaranty, or shall give notice to such effect.

Appears in 1 contract

Samples: Credit Agreement (Gpu Inc /Pa/)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by the Company or its Subsidiaries on behalf of any Borrower or any Subsidiary to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of due or (ii) any Reimbursement Obligation within one Business Day after the same becomes dueObligation, interest upon any Loan, any commitment fee or LC Fee, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, 6.22, 6.23, 6.24 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.25. 7.4 7.4. The breach by any Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after the Parent’s receipt of written notice of such breach from the AgentAdministrative Agent or a Lender. 7.5 7.5. Failure of the Company any Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company any Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company any Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company any Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Borrower or any of its Subsidiaries, Active Subsidiary shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of the Property of the Parent and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.6, an Event of Default shall be deemed to have occurred hereunder. 7.7 7.7. Without its the application, approval or consentconsent of the relevant Borrower or Active Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Borrower or any of its Subsidiaries Active Subsidiary or any Substantial Portion of their respective such Person’s Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company such Borrower or any of its Subsidiaries Active Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 thirty (30) consecutive days; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.7, an Event of Default shall be deemed to have occurred hereunder. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company any Borrower or any of its Subsidiaries Active Subsidiary which, when taken together with all other Property of the Company Borrowers and its Active Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could Portion; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.8, an Event of Default shall be deemed to have occurred hereunder. 7.9. Any Borrower or Active Subsidiary shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.9, an Event of Default shall be deemed to have occurred hereunder. 7.9 The Company (a) With respect to a Plan, a Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 20,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition (b) an ERISA Event shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.11. Any Change in Control shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Appears in 1 contract

Samples: Credit Agreement (Arcbest Corp /De/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.15 or 6.19 6.16 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Loan Agreement (Kelly Services Inc)

Defaults. The occurrence and continuance of any one or more of the following events shall constitute a Default: 7.1 7.1. Any material representation or warranty made or deemed made under Article V by the Company or its Subsidiaries any Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with any Credit Extension, this Agreement or in any certificate or information other document delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Note, Swing Loan when due, nonpayment of any or Reimbursement Obligation within one Business Day after the same becomes when due, or nonpayment of interest on upon any Note, Swing Loan or Reimbursement Obligation or 104 of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor the Company of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 6.23, 6.24, 6.25, 6.27, ------------------------------------------------------------------------------- 6.28 and 6.34. ---- ---- 7.4. The breach by the Company of any of the terms or 6.19 provisions of Section 6.1 which is not remedied within three Business Days after written notice from fifteen days of the Agentinitial occurrence ----------- of such breach. 7.4 7.5. The breach by any Borrower or any Guarantor the Company (other than a breach which constitutes a Default under Section 7.1, 7.2 7.2, 7.3 or 7.37.4) of any of the terms or provisions of ---------------------------- this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.6. Failure of the Company or any of its Subsidiaries to pay Indebtedness in an aggregate amount equal to or greater than $5,000,000 (or the Equivalent Amount of Indebtedness denominated in a currency other than Dollars) when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)due; or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, Indebtedness in such Material Indebtedness aggregate amount to become due prior to its stated maturity; or any Material Indebtedness in such aggregate amount of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or as a result of the sale of an asset securing such Indebtedness) prior to the stated maturity thereof; or the Company . 7.7. Any Borrower or any Material Subsidiary shall (i) commence a voluntary case under any bankruptcy, insolvency or other similar law as now or hereafter in effect, (ii) make an assignment for the benefit of its Subsidiaries shall not creditors, (iii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iiiiv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization insolvency or relief of debtors, other similar law as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vvi) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.7 or (vivii) fail ----------- to contest in good faith any appointment or proceeding described in Section 7.7.7.8. ----------- 7.7 7.8. Without its the application, approval or consentconsent of any Borrower or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company any Borrower or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective Propertythe Property of any such Person, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Company any Borrower or any of its Subsidiaries --------------- 105 Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.9. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company any Borrower or any of its Subsidiaries Material Subsidiary which, when taken together with all other Property of any Borrower and the Company and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.10. The Company or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000 (or the Equivalent Amount if denominated in a currency other than Dollars), which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $5,500,000, or any Reportable Event shall occur in connection with any Plan which could reasonably be expected to have a Material Adverse Effect. 7.12. The Company or any of its Subsidiaries shall be the subject of any proceeding or proceedings pertaining to the spill, release or disposal by the Company or any of its Subsidiaries, or any other Person of any toxic, dangerous or hazardous waste or substance into the environment, or to any violation of any federal, state, regional, departmental or local environmental, health or safety law or regulation, which could reasonably be expected to result in total liability to the Company or any of its Subsidiaries, in the aggregate, in excess of a Substantial Portion. 7.13. The obligations of the Controlled Group Company under Article IX hereof shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to ---------- remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any of such obligations, or the Company shall deny that it has any further liability under such Article IX, or ---------- shall give notice to such effect. 7.14. Any Change in Control shall occur. 7.15. At any time, for any reason, (i) any Loan Document as a whole that materially affects the ability of the Agent, or any of the Lenders to enforce the Obligations or enforce their rights against the Collateral Documentceases to be in full force and effect or the Company or any of its Subsidiaries party thereto seeks to repudiate its obligations thereunder and the Liens intended to be created thereby are, or the Company or any Guarantor shall fail such Subsidiary seeks to comply render such Liens, invalid and unperfected, or (ii) Liens on Collateral with any a Fair Market Value in excess of $1,000,000 in favor of the terms Agent contemplated by the Loan Documents shall, at any time, for any reason, be invalidated or provisions of any Collateral Document if otherwise cease to be in full force and effect, or such Liens shall not have the failure continues beyond any period of grace provided priority contemplated by this Agreement or the Loan Documents and such situation contemplated by this subclause (ii) shall continue for in the applicable Collateral Document.five (5) Business Days. -------------- 106

Appears in 1 contract

Samples: Credit Agreement (Tokheim Corp)

Defaults. The occurrence and continuance of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made under Article V by the Company or its Subsidiaries any Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with any Credit Extension, this Agreement or in any certificate or information other document delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan Loans when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee utilization fee or any other payment obligations under any of the Loan Documents within three (3) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor the Company of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.14 or 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any Borrower or any Guarantor the Company (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company or any of its Subsidiaries to pay any Material Debt when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)due; or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness Debt to cause, cause such Material Indebtedness Debt to become due prior to its stated maturity; or any Material Indebtedness Debt of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or as a result of the sale of an asset securing such Material Debt) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to Derivative Contract an Early Termination Date (as defined in such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.Derivative Contract

Appears in 1 contract

Samples: Credit Agreement (Lafarge Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.1.6, 6.1.10, 6.1.11, or 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agentbreach by the Borrower or any Material Subsidiary of any of the terms or provisions of Section 6.1.1. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 ten days after written notice from the AgentAgent or any Lender (or such longer period of time as the Agent may permit in its sole discretion). 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the in a principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)1,000,000 in any individual case, or in excess of $5,000,000 in the aggregate; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any member of the Controlled Group shall fail to pay when due after following occurs: (i) any Reportable Event, other than a merger of a Plan with another Plan, which the expiration Agent determines in good faith constitutes grounds for the termination of any applicable grace period an amount Plan by the PBGC or amounts aggregating in excess the appointment of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to administer or liquidate any Plan, shall have occurred and be continuing; (ii) proceedings shall have been instituted or other action taken to terminate any Plan, or a termination notice shall have been filed with respect to any Plan; (iii) a trustee shall be appointed to administer or liquidate any Material Plan; or a condition shall exist by reason of which (iv) the PBGC would be entitled shall give notice of its intent to obtain institute proceedings to terminate any Plan or Plans or to appoint a decree adjudicating that trustee to administer or liquidate any Material Plan must be terminatedPlan; or there shall occur a complete or partial withdrawal fromand, or a default, within in the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members case of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change (i), (ii), (iii) or (iv) above, the Agent determines in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert good faith that the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission amount of the Agent or a Lender) fail Borrower's liability is likely to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any exceed 10% of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.Consolidated Tangible Assets;

Appears in 1 contract

Samples: Credit Agreement (Roundys Inc)

Defaults. The occurrence In each case of happening of any one or more of the following events shall constitute a (each of which is herein sometimes called an "Event of Default:"): 7.1 Any (a) any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal behalf of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries Affiliates in this Agreement or the Security Documents, or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement, or the borrowing hereunder, shall prove to pay be false or misleading in any material respect when made or reconfirmed; (b) default in the payment or mandatory prepayment of any installment of the principal of any Note or any payment of any installment of the principal of any other indebtedness of any Company to the Administrative Agent or any Lender, or any payment in respect of any Rate Hedging Obligations entered into with the Administrative Agent or any Lender, when the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; (c) default in the payment of any interest on any Note, or any premium or fee or any other indebtedness of any Company to the Administrative Agent or any Lender for more than five (5) calendar days after the date when the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; (d) default in the due observance or performance by, or compliance with, any Person other than the Administrative Agent or any Lender of any covenant or agreement contained in Article III or V, Sections 6.02, 6.03 (but only if the same involves any seizure or property), 6.04, 6.05, 6.06, 6.07, 6.09 and 6.11 or Article VII of this Agreement; provided, however, that a default in the delivery of financial or other information under paragraphs (b) through (e) of Section 6.05 shall not constitute an Event of Default unless and until the same continues unremedied for thirty (30) days after the earlier to occur of (i) the occurrence thereof or (ii) written notice thereof from the Administrative Agent or any Lender to the Borrower (provided that such thirty (30) day period shall be available for the remedy of any such default only once in any period of twelve (12) consecutive months and three (3) times during the term of this Agreement); (e) default in the due observance or performance of, or compliance with, any other covenant, condition or agreement, on the part of any Person other than the Administrative Agent or any Lender to be observed or performed pursuant to the terms of this Agreement or pursuant to the terms of any Security Document or any Rate Hedging Obligation entered into with the Administrative Agent or any Lender, which default is not referred to in paragraphs (a) through (d), inclusive, of this Article VIII and which default shall continue unremedied for thirty (30) days after the earlier to occur of (i) the Borrower's discovery of such default, or (ii) written notice thereof from the Administrative Agent or any Lender to the Borrower, provided, however, that if any such default cannot be remedied, then such default shall be deemed to be an Event of Default as of the date of the occurrence thereof; (f) any default with respect to any Indebtedness or Rate Management Obligations of any Company (valued by reference other than to the amount Lenders hereunder) for borrowed money, or default under any agreement giving rise to monetary remedies, in each case which, when aggregated with all other such defaults of the Companies, exceeds $2,000,000, if the effect of such default is to permit the holder of such Indebtedness to accelerate the maturity of such Indebtedness, unless such holder shall have permanently waived the right to accelerate the maturity of such Indebtedness on account of such default; (i) any NRTC Member Agreement or other DBS Agreement shall be terminated, shall expire or shall be amended in a manner reasonably likely to have a Material Adverse Effect, (ii) any DirecTv Agreement (including the HCG Agreement) shall terminate, shall expire or shall be amended in a manner reasonably likely to have a Material Adverse Effect or (iii) any default shall occur under the HCG Agreement, if NRTC shall take action to terminate the HCG Agreement; (h) the loss, termination, suspension, revocation or amendment (in a manner reasonably likely to have a Material Adverse Effect) of any license issued to HCG, any Company or DirecTv or any other party by the Federal Communications Commission in connection with the delivery of DIRECTV or other DBS Rights under any DirecTv Agreement or any NRTC Member Agreement; (i) DBS services provided to any of the Subscribers shall be interrupted or terminated, whether due to satellite damage or destruction or other circumstances, if the same has or could have a Material Adverse Effect; (j) any default with respect to any Funded Debt of the Parent which, when aggregated with all other such defaults of the Parent, exceeds $15,000,000, if the effect of such default is to permit the holder of such Indebtedness to accelerate the maturity of such Indebtedness, unless such holder shall have permanently waived the right to accelerate the maturity of such Indebtedness on account of such default; (k) any Company or group of Companies generating in the aggregate more than five percent (5%) of Adjusted Net Xxxx-to-Market ExposureIncome for any period shall discontinue its or their respective business(es) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by Parent, any Company or the Company Manager shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its Subsidiaries in the performance of any termproperty, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall (ii) be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not payunable, or admit in writing its inability inability, to pay, pay its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorsmature, (iiiii) make an a general assignment for the benefit of creditors, (iiiiv) apply for, seek, consent tobe adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code or (v) file a voluntary petition in bankruptcy, or acquiesce ina petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or corporate action shall be taken for the purpose of effecting any of the foregoing; (l) there shall be filed against any Company, the Parent or the Manager an involuntary petition seeking reorganization of such company or the appointment of a receiver, custodian, trustee, examiner, custodian or liquidator of such company or similar official for it or any Substantial Portion a substantial part of its Propertyassets, (iv) institute any proceeding seeking or an order for relief involuntary petition under any existing bankruptcy, reorganization or future insolvency law of any jurisdiction, domestic whether now or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or hereafter in effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.involuntary petition shall not have been dismissed within sixty (60) days thereof; 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any m) final judgment or order for the payment of money in excess of $15,000,000which, which is not stayed on appeal. 7.10 Any member when aggregated with all other outstanding judgments against any of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of Companies, exceeds $1,000,000 (a “Material Plan”exclusive of amounts covered by insurance or actually contributed in cash by third party obligors with respect to such judgments) shall be filed under Section 4041(crendered against any Company, and the same shall remain undischarged (unless fully bonded upon terms satisfactory to the Required Lenders) for a period of ERISA by thirty (30) consecutive days, during which execution shall not be effectively stayed; (n) the occurrence of any member attachment of any deposits or other property of any Company in the hands or possession of the Controlled Group, any plan administrator Administrative Agent or any combination of the foregoing; Lenders, or PBGC the occurrence of any attachment of any other property of any Company in an amount which, when aggregated with all other attachments against the Companies, exceeds $1,000,000 and which shall institute proceedings under which it is likely not be discharged within sixty (60) days of the date of such attachment; (o) for any reason, (i) the Borrower shall cease to prevail under Title IV own directly or indirectly all of ERISA to terminate, to impose liability the issued and outstanding capital stock of each of its Subsidiaries (other than for premiums under Section 4007 the Permitted Preferred Stock); (ii) the Parent shall cease to own at least fifty-one percent (51%) of ERISAthe aggregate economic value of the Borrower's issued and outstanding capital stock; (iii) in respect of, or the Parent shall cease to cause a trustee to be appointed to administer any Material Planown at least eighty percent (80%) of the combined voting power of all issued and outstanding shares of capital stock of the Borrower; or (iv) a condition "Change of Control" (as defined in the PCC Preferred Stock Designation) shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminatedoccur; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5or (p) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission gross negligence of the Administrative Agent or a Lender) fail to create a valid the Lenders, it being nonetheless understood and perfected first priority security interest, subject agreed that the Borrower shall have the primary responsibility for filing continuation statements under the Uniform Commercial Code and making other conforming amendments to the Intercreditor AgreementSecurity Documents to reflect changed circumstances and assure continued compliance therewith and with Section 2.01), any material Security Document shall not be in any Collateral purported to full force and effect in all material respects or shall not be covered therebyenforceable in all material respects in accordance with its terms, except as permitted by the terms of this Agreement or any Collateral Documentsecurity interest(s) or lien(s) granted pursuant thereto which is, oror are in the aggregate, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document material shall fail to remain in full force or effect be perfected, or any action party thereto other than the Administrative Agent or the Lenders shall be taken by contest the Company validity of any material lien(s) granted under, or shall disaffirm its obligations under, any material Security Document; then and upon every such Event of its Subsidiaries not consented to by Default and at any time thereafter during the continuance of such Event of Default, at the election of the Required Lenders as provided in Article XII, the Commitments shall terminate and the Notes and any and all other Indebtedness of the Borrower to discontinue or the Lenders shall immediately become due and payable, both as to assert the invalidity or unenforceability of any Collateral Documentprincipal and interest, without presentment, demand, prior notice, or protest, all of which are hereby expressly waived, anything contained herein or in the Company Notes or any Guarantor shall fail other evidence of such indebtedness to comply with any the contrary notwithstanding (except in the case of an Event of Default under paragraph (k) or (l) of this Article VIII which, under applicable law, would result in the automatic acceleration of the terms or provisions of any Collateral Document if Borrower's Indebtedness, in which event the failure continues beyond any period of grace provided for in the applicable Collateral DocumentCommitments shall automatically terminate and such Indebtedness shall automatically become due and payable).

Appears in 1 contract

Samples: Credit Agreement (Pegasus Communications Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of any principal of any Loan when due, nonpayment of any Reimbursement Obligation within one (1) Business Day after the same becomes due, due or nonpayment of any interest on upon any Loan or of any facility fee, utilization fee, LC Fee or any other payment obligations fee or obligation under any of the Loan Documents within three (3) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 Section 6.3(a) or 6.19 which is not remedied within three Business Days after written notice from the AgentSections 6.10 through 6.21. 7.4 7.4. The breach by any the Borrower or (prior to the Guaranty Termination Date) any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document Subsidiary Guaranty to which it is a party which is not remedied within 15 twenty (20) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)25,000,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its (other than Immaterial Subsidiaries, ) shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding winding-up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each each, a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.9. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00025,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.10. Any member Change in Control shall occur. (a) It shall be determined by the Borrower or any Subsidiary or the actuary of either that the Controlled Group shall fail to pay when due after the expiration Funded Current Liability Percentage of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) is such that the Borrower or any Subsidiary shall be filed under Section 4041(crequired to make a Deficit Reduction Contribution for such Plan with respect to any plan year or (b) of ERISA by any member of Termination Event shall occur in connection with any Plan which could reasonably be expected to have a Material Adverse Effect. 7.12. Prior to the Controlled GroupGuaranty Termination Date, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely Subsidiary Guaranty after delivery thereof pursuant to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document this Agreement shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail cease to create a be valid and perfected first priority security interestbinding on or enforceable against any Loan Party party to it, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document such Loan Party shall fail to remain so state in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentwriting.

Appears in 1 contract

Samples: Credit Agreement (Aon Corp)

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Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one two Business Day Days after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29 and 6.30. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise becomes aware of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured or (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, Agreement or any other event shall occur or condition exist, exist thereunder and such default has not been (x) timely cured or (y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof and the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.9 7.10 Any Reportable Event shall occur in connection with any Plan, which could reasonably be expected to result in a liability to the Borrower or any other member of the Controlled Group exceeding $5,000,000. 7.11 Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation, when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12 Any Change of Control shall occur. 7.13 The Company Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, within the meaning of Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $5,000,000 or requires payments exceeding $5,000,000 per annum. 7.14 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $5,000,000. 7.15 The Borrower or any of its Subsidiaries shall fail within 90 days violate any Environmental Law, which has resulted in liability to paythe Borrower or any of its Subsidiaries in an amount equal to $5,000,000 or more, bond which liability is not paid, bonded or otherwise discharge any judgment discharged within 45 days or order for the payment of money in excess of $15,000,000, which is not stayed on appealappeal and being appropriately contested in good faith. 7.10 Any member of 7.16 This Agreement (including amendments and supplements hereto), the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 Guaranty Agreement (a “Material Plan”including amendments and supplements thereto) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability Collateral Document (other than for premiums under Section 4007 of ERISAincluding amendments and supplements thereto) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of of, or which results in the invalidity or unenforceability of, any Guaranty such Loan Document, or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall shall, other than as permitted thereby, fail to create or maintain for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Encore Capital Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in Nonpayment of any Loan Document, in connection with principal payment on any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the AgentNote when due. 7.2 Nonpayment of principal of interest upon any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan Note or of any facility fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.2 through 6.18. 7.4 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made. 7.5 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section Sections 7.1, 7.2 7.2, 7.3 or 7.37.4) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 7.6 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating other than Nonrecourse Indebtedness), in excess of $15,000,000 (“Material Indebtedness”)50,000,000 in the aggregate, after giving effect to any applicable cure, grace or forbearance periods; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedagreement, or any other event shall occur or condition exist, the effect which causes or permits Indebtedness (other than Nonrecourse Indebtedness) in excess of which $50,000,000 in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared aggregate to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; , after giving effect to any applicable cure, grace or forbearance periods (provided that (a) the Company failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome) and (b) in the case of Indebtedness that is partially Recourse Indebtedness and partially Nonrecourse Indebtedness, (i) to the extent that the Recourse Indebtedness been paid in full or otherwise irrevocably satisfied, such Indebtedness shall be considered Nonrecourse Indebtedness, and (ii) only the portion of any Indebtedness that is Recourse Indebtedness shall be counted against the $50,000,000 figure set forth above. 7.7 The Borrower, or any Subsidiary having more than $50,000,000 of its Subsidiaries shall Equity Value (or in the case of a Subsidiary that is not paya Wholly-Owned Subsidiary, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any a Subsidiary for which the Borrower’s proportionate share of its Subsidiariesthe Equity Value of such Subsidiary exceeds $50,000,000), shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it as a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due. 7.7 Without its application, approval or consent, a 7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any Subsidiary having more than $50,000,000 of its Subsidiaries Equity Value (or in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, a Subsidiary for which the Borrower’s proportionate share of the Equity Value of such Subsidiary exceeds $50,000,000), or for any Substantial Portion of their respective Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Company Borrower or any of its Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company Borrower or any of its Subsidiaries shall fail within 90 sixty (60) days to pay, bond or otherwise discharge any judgment judgments or order orders for the payment of money in excess of an amount which, when added to all other judgments or orders outstanding against Borrower or any Subsidiary would exceed $15,000,00050,000,000 in the aggregate, which is have not been stayed on appealappeal or otherwise appropriately contested in good faith. 7.10 Any The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $10,000,000 or requires payments exceeding $5,000,000 per annum. 7.11 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 The occurrence of any Change in Control5,000,000. 7.12 Any Guaranty shall fail Failure to remain remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission light of the Agent or a Lender) fail to create a valid and perfected first priority security interestnature of the problem if no specific time period is so established), subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted environmental problems at Properties owned by the terms of this Agreement or any Collateral Document, or, due to any action by the Company Borrower or any of its Subsidiaries not consented to by or Investment Affiliates if the Required Lenders, any Collateral Document shall fail to remain estimated costs of remediation at all such Properties in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability aggregate exceed $50,000,000. 7.13 The occurrence of any Collateral Document, “Default” as defined in any Loan Document or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Document if the failure Loan Document, which default or breach continues beyond any period of grace provided for therein provided. 7.14 The occurrence of any Material Adverse Effect. 7.15 The Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the applicable Collateral validity or enforceability of this Agreement or any other Loan Document, or this Agreement or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof). 7.16 A Change of Control shall occur.

Appears in 1 contract

Samples: Credit Agreement (DDR Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation Nonpayment of any principal payment on any Note, Loan or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the AgentReimbursement Obligation when due. 7.2 Nonpayment of principal of interest upon any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan Note or of any facility fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.2 through 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made. 7.5 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section Sections 7.1, 7.2 7.2, 7.3 or 7.37.4) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 7.6 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating Indebtedness, in excess of $15,000,000 (“Material Indebtedness”)2,500,000 in the aggregate, after giving effect to any applicable cure, grace or forbearance periods; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedagreement, or any other event shall occur or condition exist, the effect which causes or permits Indebtedness in excess of which $2,500,000 in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared aggregate to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; , after giving effect to any applicable cure, grace or forbearance periods (provided that the Company failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome). 7.7 The Borrower, or any one or more of its Borrower’s Subsidiaries shall having collectively more than $25,000,000 of Equity Value (or in the case of any one or more of Borrower’s Subsidiaries that is not paya Wholly-Owned Subsidiary, such Subsidiary or admit Subsidiaries for which the Borrower’s proportionate share of the Equity Value of such Subsidiary or Subsidiaries exceeds $25,000,000 in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiariesthe aggregate), shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty constituting, in the aggregate, more than $25,000,000 of Equity Value, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it as a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due. 7.7 Without its application, approval or consent, a 7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any one or more of its Borrower’s Subsidiaries having collectively more than $25,000,000 of Equity Value (or in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, such Subsidiary or Subsidiaries for which the Borrower’s proportionate share of the Equity Value of such Subsidiary or Subsidiaries exceeds $25,000,000 in the aggregate), or for any Substantial Portion portion of their respective Propertythe Property of the Borrower or such Subsidiary constituting, in the aggregate, more than $25,000,000 of Equity Value, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Company Borrower or any of its such Subsidiary or Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company Borrower or any of its Subsidiaries shall fail within 90 sixty (60) days to pay, bond or otherwise discharge any judgment judgments or order orders for the payment of money in excess of an amount which, when added to all other judgments or orders outstanding against Borrower or any Subsidiary would exceed $15,000,00025,000,000 in the aggregate, which is have not been stayed on appealappeal or otherwise appropriately contested in good faith. 7.10 Any The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $2,000,000 or requires payments exceeding $1,000,000 per annum. 7.11 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 The occurrence of any Change 7.12 Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission light of the Agent or a Lender) fail to create a valid and perfected first priority security interestnature of the problem if no specific time period is so established), subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted environmental problems at Properties owned by the terms of this Agreement or any Collateral Document, or, due to any action by the Company Borrower or any of its Subsidiaries not consented to by or Investment Affiliates if the Required Lenders, any Collateral Document shall fail to remain estimated costs of remediation at all such Properties in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability aggregate exceed $25,000,000. 7.13 The occurrence of any Collateral Document, “Default” as defined in any Loan Document or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Document if the failure Loan Document, which default or breach continues beyond any period of grace provided for therein provided. 7.14 A Guarantor Default (as defined in the applicable Collateral DDR Guaranty) shall occur. 7.15 The Borrower, DDR or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement or any other Loan Document, or this Agreement or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof). 7.16 A Change of Control shall occur.

Appears in 1 contract

Samples: Credit Agreement (Retail Value Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document (other than, in each case, any financial projections, estimates, budgets or other forward looking statements or general market data, so long as such financial projection, estimate, budget or other forward looking statement or general market data was prepared in good faith based upon accurate and complete historical data for the Company and its Subsidiaries and reasonable assumptions) shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from made, except to the Agentextent such representation or warranty expressly relates to an earlier date, so long as such representation or warranty was true as of such earlier date. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any or Reimbursement Obligation within one Business Day after the same becomes when due, or nonpayment of interest on any Loan or of any facility feefee within three Business Days after written notice from the Administrative Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three Business Days five days after written notice from the Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 7.3. The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.20. 7.4 7.4. The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Administrative Agent. 7.5 7.5. Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 20,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 7.9. The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00020,000,000 in aggregate amount for the Company and its Subsidiaries, which is not stayed on appealappeal or which is not covered by insurance with respect to which the insurance provider has not challenged or denied coverage. 7.10 7.10. Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 5,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,0005,000,000 in aggregate amount for the Controlled Group. 7.11 7.11. The Company or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Company or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any applicable foreign, federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.12. The occurrence of any Change in of Control. 7.12 7.13. The occurrence of any “default”, as defined in any Collateral Document, or the breach of any of the terms or provisions of any Collateral Document, which default or breach continues beyond any period of grace therein provided. 7.14. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document. 7.15. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty by any Guarantor, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Loan Agreement (Myers Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business five Borrowing Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.10 or 6.19; or the breach by the Borrower of any of the terms or provisions of Section 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 6.20 which is not remedied within three Business Days 10 days after written notice from the AgentAgent or any Lender. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to other than the Obligations) in an aggregate principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of exceeding $15,000,000 (“Material Indebtedness”)2,000,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness (other than the Obligations) in an aggregate principal amount exceeding $2,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries (other than the Obligations) in an aggregate principal amount exceeding $2,000,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Domestic Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial part of its Propertyproperty, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Domestic Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Domestic Subsidiaries or any Substantial Portion substantial part of their respective Propertyits property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Domestic Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8. Any Foreign Subsidiary shall have taken or instituted or permitted to be taken or instituted any action or proceeding, or any such action or proceeding is instituted against such Foreign Subsidiary, whereby a substantial amount of its property shall or may be assigned or in any manner transferred or delivered to any receiver, assignee, liquidator or other Person, whether appointed by such Foreign Subsidiary or by a court or by any governmental authority or any law, whereby such property shall or may be distributed among the creditors of such Foreign Subsidiary, provided the aggregate claims of all such creditors against such Foreign Subsidiary or against all such Foreign Subsidiaries shall exceed $1,000,000 and such action or proceeding remains undismissed or unstayed on appeal for a period of 90 days; or any governmental authority having jurisdiction shall have taken or instituted any action or proceeding for the dissolution or disestablishment of any Foreign Subsidiary or for the suspension of its operations, provided the assets of any such Foreign Subsidiary or the aggregate assets of all such Foreign Subsidiaries shall exceed $500,000 and such action or proceeding remains undismissed or unstayed on appeal for a period of 90 days; or all of the property of any Foreign Subsidiary shall have been condemned, seized or appropriated, provided the net assets of any such Foreign Subsidiary or the aggregate net assets of all such Foreign Subsidiaries shall exceed $1,000,000; or the total of all claims against any Foreign Subsidiary or all Foreign Subsidiaries resulting from any action or proceeding described in this Section 7.8 and the amount of assets or net assets, as the case may be, of any Foreign Subsidiary or all Foreign Subsidiaries which are subject to any action, proceeding, condemnation, seizure or appropriation described in this Section 7.8 shall exceed $1,000,000. 7.9. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any substantial portion of the Property property of the Company Borrower or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectSubsidiaries. 7.9 7.10. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0001,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000; or any Reportable Event shall occur in connection with any Plan; or the Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount or amounts aggregating in excess which, when aggregated with all Unfunded Liabilities of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a all Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall Plans and all other amounts required to be filed under Section 4041(c) of ERISA paid to Multiemployer Plans by the Borrower or any other member of the Controlled GroupGroup as withdrawal liability, any plan administrator exceeds $10,000,000. 7.12. Any court, government or governmental agency shall find or hold, or formally notify the Borrower or any combination of Subsidiary, that the foregoing; Borrower or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminateany Subsidiary (i) has violated any federal, to impose liability (other than for premiums under Section 4007 of ERISA) in respect ofstate or local environmental, health or safety law or regulation, or to cause a trustee to be appointed to administer (ii) bears responsibility for any Material Plan; removal or a condition shall exist remedial or similar action in connection with the release by reason the Borrower or any other Person of which any any toxic or hazardous waste or substance into the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal fromenvironment, or is otherwise liable in any manner in connection with any such release; and such finding, holding or notification could reasonably be expected (taking into account the expected outcome of any legal appeals available to the Borrower or such Subsidiary, as well as the likelihood and extent of contribution from any other Persons who may be jointly and severally liable with the Borrower or such Subsidiary) to have a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 The occurrence of any 7.13. Any Change in ControlControl shall occur. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Aar Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or written information delivered in writing in connection with this Agreement or any other Loan Document shall (i) if subject to materiality qualifications, be false in any material respect on the date as of which made and shall or confirmed or (ii) if not subject to materiality qualifications, be remedied within three Business Days after written notice from materially false on the Agentdate as of which made or confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, Standby LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which that is not remedied within 15 30 days after written notice from the AgentBorrower becomes aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any Subsidiary with assets of its Subsidiaries, more than $50,000,000 (as shown on the Borrower’s most recent financial statement delivered pursuant to Section 6.1) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any Subsidiary with assets of its Subsidiaries more than $50,000,000 (as shown on the Borrower’s most recent financial statement delivered pursuant to Section 6.1) or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (excluding any amounts covered by insurance), or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company (a) With respect to a Plan, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 50,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition (b) an ERISA Event shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documenta Material Adverse Effect.

Appears in 1 contract

Samples: Omnibus Amendment to Loan Documents (Cabelas Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by the Company or its Subsidiaries Borrower to the Lenders or the Administrative Agent in under this Agreement, any Loan Document, or any certificate or document required to be delivered in connection with this Agreement or any Credit Extension, or in any certificate or information delivered in writing in connection with any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.13 or 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender; provided that if (i) such failure cannot, with diligence, be cured within thirty (30) days but cure is possible and (ii) the defaulting party is diligently proceeding to cure such failure, then the period for cure will be extended for the period necessary to effect such cure, but not in excess of sixty (60) days. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due (after giving effect to the expiration of any grace period and after the receipt of notice if any is required) any Indebtedness or Rate Management Obligations (valued by reference to other than the amount of the Net Xxxx-to-Market ExposureLoans) aggregating in excess of $15,000,000 75,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (after giving effect to the expiration of any grace period and after the receipt of notice if any is required) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit cause the holder or holders of such Material Indebtedness to cause, accelerate the maturity of such Material Indebtedness to become due prior to its stated maturityIndebtedness; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or by a mandatory prepayment) prior to the stated maturity thereof; or the Company . 7.6 The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any its Property (to the extent such Property constitutes a Substantial Portion of its PropertyPortion), (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith consent to, or acquiesce in, any appointment or proceeding described in Section 7.77.7 or (vii) generally not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any its Property (to the extent such Property constitutes a Substantial Portion of their respective PropertyPortion), or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government One or governmental agency shall without appropriate compensation condemn, seize more judgments or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order orders for the payment of money (to the extent not covered by insurance or indemnity) in excess of $15,000,00075,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate shall be rendered against the Borrower or any of its Significant Subsidiaries, which is judgment(s), in any such case, shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not stayed on appealbe effectively stayed, vacated or bonded pending appeal or otherwise appropriately contested in good faith. 7.10 7.9 Any Reportable Event which would result in liability to the Borrower or its Subsidiaries of in excess of $75,000,000 shall occur or there exists any fact or circumstance that reasonably could be expected to result in (i) the termination of a Single Employer Plan in a distress termination pursuant to Section 4041 of ERISA, (ii) the imposition of a Lien or security interest under Section 412(n) of the Code or under Section 302(f) of ERISA, or (iii) the imposition of withdrawal liability to Multiemployer Plans that would result in an increase in the annually required contributions to such plans by the Borrower or any member of the Controlled Group shall fail such that the present value of such increased withdrawal liability (determined at the date such withdrawal liability is imposed) exceeds $75,000,000 in the aggregate. 7.10 There occurs under any Rate Management Transaction an Early Termination Date (as defined in such Rate Management Transaction) resulting from any Termination Event (as so defined) under such Rate Management Transaction as to pay when due after which the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator Borrower or any combination of Subsidiary is an Affected Party (as so defined) and the foregoing; Rate Management Termination Value owed by the Borrower or PBGC shall institute proceedings under which it such Subsidiary as a result thereof is likely to prevail under Title IV of ERISA to terminate, to impose liability (other greater than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,00050,000,000. 7.11 The occurrence of any Any Change in ControlControl shall occur. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Wrigley Wm Jr Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lenders, the Issuer or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, any LC Application or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment Note or of any Reimbursement Obligation within one Business Day after the same becomes when due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee or any utilization fee or other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or the breach by the Borrower or any other Loan Document Subsidiary Co-Applicant of any of the terms or provisions of any LC Application which is not remedied within 15 thirty days after written notice from the Agent, the Issuer or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due principal, interest or other amounts under any Indebtedness or Rate Management Obligations (valued by reference to the aggregate principal amount of which at the Net Xxxx-to-Market Exposure) aggregating in excess time of such failure exceeds $15,000,000 (“Material Indebtedness”)1,000,000; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Indebtedness the aggregate principal amount of which at the time of such Material Indebtedness default exceeds $10,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness the aggregate principal amount of which exceeds $10,000,000 of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Revolving Credit Agreement (JPF Acquisition Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 1.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries (and as it relates to Excluded Subsidiaries, solely with respect to the representations or warranties made pursuant to Section 5.13, Section 5.17, Section 5.21(b) and Section 5.25) to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 1.2. Nonpayment of (i) principal of any Loan when due, nonpayment of due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any commitment fee or LC Fee within one Business Day five (5) days after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee (iii) or any other payment obligations obligation under any of the Loan Documents within three Business Days ten (10) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 1.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2Section 6.1 (Financial Reporting and Other Information), 6.3Section 6.2(a) (Conduct of Business), 6.46.4 (Financial Covenants), 6.56.7 (Use of Proceeds), 6.106.9 (Sanctions; Anti-Money Laundering Compliance), 6.116.10 (Liens), 6.126.11 (Merger), 6.136.12 (Secured Indebtedness), 6.146.13 (Guarantees and Other Contingent Obligations), 6.156.14 (Disposition of Property), 6.166.15 (Restricted Payments), 6.17, 6.18 6.16 (Affiliates) or 6.19 which is not remedied within three Business Days after written notice from the Agent6.17 (Investments). 7.4 1.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (i) the Borrower becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 (i) Failure of the Company Borrower or any of its Subsidiaries Guarantor to pay when due any Indebtedness payment beyond any applicable grace period (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (ii) the default by the Company Borrower or any of its Subsidiaries Guarantor in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (ii) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (iii) any portion of Material Indebtedness of the Company Borrower or any of its Subsidiaries Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 1.6. The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) the Borrower or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 1.7. Without its the application, approval or consentconsent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 1.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Borrower and the Guarantors which, when taken together with all other Property of the Company Borrower and its Subsidiaries the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 1.9. The Borrower or any Guarantor shall fail within sixty (60) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount appeal or amounts aggregating otherwise being appropriately contested in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupgood faith, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be legally taken by a judgment creditor to discontinue attach or assert levy upon any assets of the invalidity or unenforceability of any Guaranty Borrower or any Guarantor denies to enforce any such judgment; provided, that it has this Section 7.9 shall not apply to any further liability under any Guaranty judgment for which the Borrower is fully insured (through insurance policies or self-insurance reserves). (i) With respect to which it a Plan, the Borrower or an ERISA Affiliate is subject to a partylien in excess of $50,000,000 pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or Title IV of ERISA, or gives notice to such effect. 7.13 Any Collateral Document (ii) an ERISA Event shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any a material liability in excess of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document$50,000,000.

Appears in 1 contract

Samples: Credit Agreement (Andersons, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Swap Agreement Obligations (valued by reference to the amount of the Net XxxxMark-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00025,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 125,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 125,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000125,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Kelly Services Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility feeFacility Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19 or 6.19 6.20; or the breach by the Borrower of any of the terms or provisions of Section 6.1 which is not remedied within three five Business Days after written notice from the AgentAgent or any Lender. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement 66 under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (except to the extent covered by insurance as to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Coachmen Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.16 or 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to the Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existexist (except for a “Triggering Event” under IP’s 11½% Mortgage Bonds due 2010 which does not also cause an event of default thereunder), the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereofthereof (except, in the case of or related to a “Triggering Event” under IP’s 11½% Mortgage Bonds due 2010 which does not also cause an event of default thereunder); or the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by the Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by the Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid. 7.6 7.6. The Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries, ) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary) or any Substantial Portion of their respective Propertyits Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary), or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary) and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries (other than Project Finance Subsidiaries) which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company or any 7.10. An ERISA Event shall have occurred that, in the opinion of its Subsidiaries shall fail within 90 days to paythe Required Lenders, bond or otherwise discharge any judgment or order for the payment of money when taken together with all other ERISA Events that have occurred is in excess of $15,000,000, which is not stayed on appeal50,000,000. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement (Amerenenergy Generating Co)

Defaults. The 11.1 Upon non-payment of the principal or interest due under the terms of this Agreement or on any of the Notes or other instrument or evidence of indebtedness outstanding under this Agreement when due in accordance with the terms thereof and continuance thereof for ten (10) days, the Notes shall automatically become immediately due and payable and Bank's obligation to make further advances hereunder shall automatically terminate. 11.2 Upon occurrence of any one or more of the following events shall constitute a Defaultof default: 7.1 Any (a) default in the observance or performance of any of the conditions, covenants or agreements of Company set forth in Sections 6.3, 8.1, 8.4, 8.5, 8.10 through 8.13, 8.14, 8.15 or Section 9 hereof; (b) default in the observance or performance of any of the other conditions, covenants or agreements of Company herein set forth and continuance thereof for thirty (30) days after written notice to Company by Bank; (c) any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, herein or in any certificate or information delivered in writing in connection with any Loan Document shall be false instrument submitted pursuant hereto proves to have been untrue in any material respect on when made; (d) default in the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, observance or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor performance of any of the terms conditions, covenants or provisions agreements of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any Borrower Company or any Guarantor (set forth in any collateral document of security which may be given to secure the indebtedness hereunder or in any other than a breach which constitutes a Default under Section 7.1, 7.2 collateral document related to or 7.3) of any of the terms or provisions of connected with this Agreement or the indebtedness hereunder, and continuation of such default beyond any period of grace specified in any such document; (e) default in the payment of any other Loan Document which is not remedied within 15 days after written notice from the Agent. 7.5 Failure obligation of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the Guarantor for borrowed money in an amount of the Net Xxxx-to-Market Exposure) aggregating in excess of One Hundred Thousand Dollars ($15,000,000 (“Material Indebtedness”100,000); , or the default by the Company or any of its Subsidiaries in the observance or performance of any termconditions, provision covenants or condition contained in any agreement under which any such Material Indebtedness was created agreements related or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered given with respect to it under thereto and, in each such case, continuance beyond any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, applicable cure period; (iif) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order judgments for the payment of money in excess of the sum of One Hundred Thousand Dollars ($15,000,000100,000) in the aggregate shall be rendered against Company or any Guarantor, and such judgments shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of sixty (60) consecutive days from the date of its entry; (g) the occurrence of any "reportable event", as defined in the Employee Retirement Income Security Act of 1974 and any amendments thereto, which is not stayed on appeal. 7.10 Any member of determined to constitute grounds for termination by the Controlled Group shall fail to pay when due after the expiration Pension Benefit Guaranty Corporation of any applicable grace period an amount employee pension benefit plan maintained by or amounts aggregating in excess on behalf of $1,000,000 which it shall have become liable Company for the benefit of any of its employees or for the appointment by the appropriate United States District Court of a trustee to pay under Title IV of ERISA; or administer such plan and such reportable event is not corrected and such determination is not revoked within 30 days after notice of intent thereof has been given to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoingCompany; or PBGC shall institute proceedings under which it is likely the institution of proceeding by the Pension Benefit Guaranty Corporation to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, terminate any such employee benefit pension plan or to cause appoint a trustee to be appointed administer such plan; or the appointment of a trustee by the appropriate United States District Court to administer any Material Plan; or a condition shall exist by reason of which such employee benefit pension plan; (h) the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability revocation of any Guaranty or any Guarantor denies that it has guaranty by Company in favor of Bank of the obligations of any further liability of its subsidiaries; (i) default by Company in payment under any Guaranty to which it is a partyguaranty by Company in favor of Bank of the obligations of any of its subsidiaries; then, or gives at any time thereafter, unless such default is first remedied, Bank may give notice to such effectCompany declaring all outstanding indebtedness hereunder to be due and payable, whereupon all indebtedness then outstanding hereunder shall immediately become due and payable without further notice and demand, as the case may be and Bank's commitment, if any, to make advances hereunder shall automatically terminate. 7.13 Any Collateral Document 11.3 If a creditors' committee shall have been appointed for any reason (other than solely as the result business of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force Guarantor; or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the if Company or any Guarantor shall fail have made a general assignment for the benefit of creditors or shall have been adjudicated bankrupt, or shall have filed a voluntary petition in bankruptcy or for reorganization or to comply effect a plan or arrangement with creditors; or shall file an answer to a creditor's petition or other petition filed against it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted the appointment of a receiver or trustee or custodian for any of its property or assets; or such receiver, trustee or custodian shall have been appointed for any of its property or assets (otherwise than upon application or consent of Company or any Guarantor, as applicable) and such receiver, trustee, or custodian so appointed shall not have been discharged within sixty (60) days after the terms date of his appointment; or provisions if an order shall be entered and shall not be dismissed or stayed within sixty (60) days from its entry, approving any petition for reorganization of Company or any Collateral Document Guarantor; then the Notes and all indebtedness then outstanding hereunder shall automatically become immediately due and payable and Bank's commitment, if the failure continues beyond any period of grace provided for in the applicable Collateral Documentany, to make advances hereunder shall automatically terminate.

Appears in 1 contract

Samples: Credit Agreement (Cade Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18.1, 6.18.2, 6.18.3, 6.19, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.20. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article 7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the Agent unless such default, in the reasonable discretion of the Lender, adversely and imminently affects the ability of the Lenders to collect the Obligations, in which case, such Default shall be cured within five days after written notice from the Agent. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. There shall occur under any Rate Management Transaction, an early termination date (as provided for in any agreement with respect to such Rate Management Transaction) resulting from (a) any default under such agreement as to which the Borrower or any Subsidiary is the defaulting party (as determined in accordance with such agreement); or (b) any termination event (as determined in accordance with such agreement) as to which the Borrower or any Subsidiary is an affected party (as defined in said agreement), and in either event, the Rate Management Obligations of the Borrower or such Subsidiary as a result thereof is $5,000,000 or more. 7.7. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.7 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.77.8. 7.7 7.8. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.7(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.9. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.10. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 (i) Any member of Reportable Event shall occur in connection with any Plan; (ii) the Controlled Group Borrower or any Subsidiary shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or file a notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminateterminate a Plan or Plans having aggregate Unfunded Liabilities of all Single Employer Plans attributable to the Borrower or any Subsidiary in excess of $5,000,000 (collectively, a "Material Plan"); (iii) any plan administrator or the PBGC shall institute proceedings under Title IV of ERISA to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, terminate or to cause a trustee to be appointed to administer any Material Plan; (iv) a proceeding shall be instituted by a fiduciary of any Material Plan against the Borrower or any Subsidiary to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or (v) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; . 7.12. Any Change in Control shall occur. 7.13. The Borrower or there any other member of the Controlled Group shall occur have been notified by the sponsor of a complete Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or partial any other member of the Controlled Group as withdrawal from, liability (determined as of the date of such notification) which could reasonably be expected to have a Material Adverse Effect. 7.14. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a defaultMultiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount which could reasonably be expected to have a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 7.15. The occurrence of any Change "default", as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.16. Any Guaranty shall fail to remain is not in full force or and effect with respect to all parties thereto, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, party or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Clarcor Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Swap Agreement Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00025,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Kelly Services Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, Extension or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be being false or misleading in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, or nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fronting Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.166.7, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31 and 6.32. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which breach is not remedied within 15 30 days after written the earlier of (a) the Borrower becomes aware thereof or (b) the Borrower receives notice of the same from Administrative Agent; provided, however, that if such breach cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of such breach, the Borrower shall have a reasonable period to remedy such breach beyond such 30-day period, which shall not exceed 90 days. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or , the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existcondition, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not failure to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, shall Subsidiaries (i) have has an order for relief entered with respect to it under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fails to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Company Borrower or any of its Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member An ERISA Event occurs that, in the opinion of the Controlled Group shall fail Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to pay when due after the expiration of any applicable grace period an amount or amounts aggregating result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 The occurrence Nonpayment by the Borrower or any Subsidiary of any material Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition in any material Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12 Any Change in Control. 7.12 Any 7.13 The occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any notice, grace or cure period therein provided. 7.14 The Guaranty shall fail fails to remain in full force or effect or effect, any action shall be is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any Guaranty Guarantor, any Guarantor fails to comply with any of the terms or provisions of the Guaranty, or any Guarantor denies that it has any further liability under any the Guaranty to which it is a party, or gives notice to such effect. 7.13 7.15 Any Collateral Document shall necessary to create or grant a security interest in the Collateral or to perfect a security interest in the Collateral (the “Material Collateral Documents”) for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail fails to create a valid and perfected first first-priority security interest, subject to the Intercreditor Agreement, interest in any substantial portion of the Collateral or any material Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any such Material Collateral DocumentDocuments, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail fails to remain in full force or effect or effect, any action shall be is taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Material Collateral Document, or the Company Borrower or any Guarantor shall fail Domestic Subsidiary fails to comply in any material way with any of the terms or provisions of any Material Collateral Document if the failure continues beyond to which it is a party (subject to any period of applicable notice, grace provided for in the applicable Collateral Documentor cure periods therein provided).

Appears in 1 contract

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by the Company or its Subsidiaries Borrower to the Lenders or the Administrative Agent in under this Agreement, any Loan Document, or any certificate or document required to be delivered in connection with this Agreement or any Credit Extension, or in any certificate or information delivered in writing in connection with any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.13 or 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender; provided that if (i) such failure cannot, with diligence, be cured within thirty (30) days but cure is possible and (ii) the defaulting party is diligently proceeding to cure such failure, then the period for cure will be extended for the period necessary to effect such cure, but not in excess of sixty (60) days. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due (after giving effect to the expiration of any grace period and after the receipt of notice if any is required) any Indebtedness or Rate Management Obligations (valued by reference to other than the amount of the Net Xxxx-to-Market ExposureLoans) aggregating in excess of $15,000,000 75,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (after giving effect to the expiration of any grace period and after the receipt of notice if any is required) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit cause the holder or holders of such Material Indebtedness to cause, accelerate the maturity of such Material Indebtedness to become due prior to its stated maturityIndebtedness; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or by a mandatory prepayment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any its Property (to the extent such Property constitutes a Substantial Portion of its PropertyPortion), (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith consent to, or acquiesce in, any appointment or proceeding described in Section 7.77.7 or (vii) generally not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any its Property (to the extent such Property constitutes a Substantial Portion of their respective PropertyPortion), or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government 7.8. One or governmental agency shall without appropriate compensation condemn, seize more judgments or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order orders for the payment of money (to the extent not covered by insurance or indemnity) in excess of $15,000,00075,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate shall be rendered against the Borrower or any of its Significant Subsidiaries, which is judgment(s), in any such case, shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not stayed on appealbe effectively stayed, vacated or bonded pending appeal or otherwise appropriately contested in good faith. 7.10 7.9. Any Reportable Event which would result in liability to the Borrower or its Subsidiaries of in excess of $75,000,000 shall occur or there exists any fact or circumstance that reasonably could be expected to result in (i) the termination of a Single Employer Plan in a distress termination pursuant to Section 4041 of ERISA, (ii) the imposition of a Lien or security interest under Section 412(n) of the Code or under Section 302(f) of ERISA, or (iii) the imposition of withdrawal liability to Multiemployer Plans that would result in an increase in the annually required contributions to such plans by the Borrower or any member of the Controlled Group shall fail such that the present value of such increased withdrawal liability (determined at the date such withdrawal liability is imposed) exceeds $75,000,000 in the aggregate. 7.10. There occurs under any Rate Management Transaction an Early Termination Date (as defined in such Rate Management Transaction) resulting from any Termination Event (as so defined) under such Rate Management Transaction as to pay when due after which the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator Borrower or any combination of Subsidiary is an Affected Party (as so defined) and the foregoing; Rate Management Termination Value owed by the Borrower or PBGC shall institute proceedings under which it such Subsidiary as a result thereof is likely to prevail under Title IV of ERISA to terminate, to impose liability (other greater than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any 50,000,000. 7.11. Any Change in ControlControl shall occur. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Wrigley Wm Jr Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Section 6.2 and Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.10 through and including 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)10,000,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness in excess of $10,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries in excess of $10,000,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section this 7.7. 7.7 . Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00025,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any 7.9. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $50,000,000 or any Reportable Event shall occur in connection with any Plan. 7.10. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $10,000,000 or requires payments exceeding $1,000,000 per annum. 7.11. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 The occurrence of 7.12. Any Banking Subsidiary shall cease to be insured under the Federal Deposit Insurance Act and any Change in Control. 7.12 Any Guaranty rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time; or a cease and desist order shall fail to remain in full force or effect be issued against the Borrower or any action Subsidiary pursuant to 12 U.S.C. 1818(b) or (c) or any similar applicable provision of state law and any rules and regulations issued thereunder, as 50 amended, supplemented or otherwise modified from time to time; or there shall occur, with respect to any Banking Subsidiary, any event which is grounds for the required submission of a capital restoration plan under 12 U.S.C. Section 1831(o)(e)(2) and any rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time, or for seeking the appointment of a receiver or conservator under 12 U.S.C. 1821(c) and any rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time; or any conservator or receiver shall be taken to discontinue or assert the invalidity or unenforceability of appointed for any Guaranty Banking Subsidiary under any such provisions or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, other state or gives notice to such effectfederal law. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Firstar Corp /Wi/)

Defaults. The occurrence of any one or more of the following events in respect of any Borrower shall constitute a DefaultDefault with respect to such Borrower: 7.1 7.1. Any representation or warranty made or deemed made by the Company or on behalf of such Borrower (including any representation or warranty deemed made by such Borrower as to one of its Subsidiaries Subsidiaries) to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment 7.2. Such Borrower or, in the case of the Company, the Company or any of its Subsidiaries, shall fail to pay (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any such Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.16 or 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any such Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to such Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach. 7.5 7.5. Failure of the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries), to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, Agreement or any other event shall occur or condition existexist (except for a “Triggering Event” under IP’s 11½% Mortgage Bonds due 2010 which does not also cause an event of default thereunder), the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries), shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereofthereof (except in the case of or related to a “Triggering Event” under IP’s 11½% Mortgage Bonds due 2010 which does not also cause an event of default thereunder); or such Borrower or, in the Company or case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries), shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid. 7.6 The Company 7.6. Such Borrower or any of its Subsidiaries, Subsidiaries (other than Project Finance Subsidiaries or an SPC) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of such Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary or an SPC ), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary or an SPC) or any Substantial Portion of their respective Propertyits Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary or an SPC), or a proceeding described in Section 7.6(iv) shall be instituted against the Company such Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary or an SPC) and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of such Borrower or, in the Company or case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or an SPC), which, when taken together with all other Property of such Borrower and/or, in the Company and its case of the Company, any such Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. Such Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or an SPC) shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it 7.10. An ERISA Event shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementoccurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect liability of the Company, its Subsidiaries or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for Commonly Controlled Entity in the applicable Collateral Documentan aggregate amount exceeding $50,000,000.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement (Central Illinois Public Service Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, the Working Capital Credit Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Article VI, Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.24. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) any amounts under any interest rate, fuel management or hedging agreement aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness”Financial Obligation"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness Financial Obligation was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness Financial Obligation to cause, such Material Indebtedness Financial Obligation to become due prior to its stated maturity; or any Material Indebtedness Financial Obligation of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month twelvemonth period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.15. The occurrence of any Change "default", as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lenderthis Agreement) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if the failure (other than this Agreement), which default or breach continues beyond any period of grace provided for in the applicable Collateral Documenttherein provided.

Appears in 1 contract

Samples: Acquisition Credit Agreement (Transit Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 7.1. 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or written information delivered in writing in connection with this Agreement or any other Loan Document shall (i) if subject to materiality qualifications, be false in any material respect on the date as of which made and shall or confirmed or (ii) if not subject to materiality qualifications, be remedied within three Business Days after written notice from materially false on the Agentdate as of which made or confirmed. 7.2 7.2. 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, Standby LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.196.19, 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.20.6.21. 7.4 7.4. 7.4. The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which that is not remedied within 15 30 days after written notice from the AgentBorrower becomes aware of any such breach. 7.5 7.5. 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. 7.6. The Company Borrower or any Subsidiary with assets of its Subsidiaries, more than $20,000,00050,000,000 (as shown on the Borrower’s most recent financial statement delivered pursuant to Section 6.1) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any Subsidiary with assets of its Subsidiaries more than $20,000,00050,000,000 (as shown on the Borrower’s most recent financial statement delivered pursuant to Section 6.1) or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. 7.9. The Borrower or any of its Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,00050,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (excluding any amounts covered by insurance), or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company (a) With respect to a Plan, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 10,000,00050,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; , or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities (b) an ERISA Event shall have occurred that, in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member the opinion of the Controlled GroupRequired Lenders, any plan administrator when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.11. 7.11. Nonpayment by the Borrower or any combination Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the foregoing; type described in the definition of “Rate Management Transactions,” whether or PBGC not any Lender or Affiliate of a Lender is a party thereto, and such nonpayment or breach shall institute proceedings under which it is likely continue after the applicable grace period, if any, specified in the documents related to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000such Rate Management Transaction. 7.11 7.12. 7.12. Any Change in Control shall occur. 7.13. 7.13. The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.14. 7.14. Any Guaranty Loan Document shall fail to remain in full force or effect effect, or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to interest in the Intercreditor Agreement, in any Collateral collateral purported to be covered thereby, thereby (except as permitted by the terms of this Agreement or any Collateral Documentthereof), or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Guaranty or Collateral Document, or the Company or any Guarantor or Pledgor shall fail to comply with any of the terms or provisions of any Guaranty or Collateral Document if the failure continues beyond to which it is a party, or any period of grace provided for Guarantor or Pledgor shall deny that it has any further liability under any Guaranty or Collateral Document to which it is a party, or shall give notice to such effect; provided, however, in the applicable Collateral Document.event that a Guarantor merges into, consolidates, liquidates, winds up or dissolves itself as allowed under the terms of this Agreement, such Guarantor shall be deemed released under the terms of its Guaranty and shall not be in default under the terms of this Section 7.14. ARTICLE VIII

Appears in 1 contract

Samples: Omnibus Amendment to Loan Documents (Cabelas Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company or any of its Subsidiaries to pay when due (beyond the applicable grace period with respect thereto, if any) any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.,

Appears in 1 contract

Samples: Credit Agreement (Corrpro Companies Inc /Oh/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within five Business Days after written notice from the Administrative Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three five Business Days after written notice from the Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 The breach by any Borrower or Guarantor of, or other default by any Borrower or Guarantor (other than a breach which constitutes a Default under Section 7.1under, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document (other than a breach or default which constitutes a Default under Section 7.1, 7.2 or 7.3) which is not remedied within 15 30 days after written notice from the Administrative Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) voluntarily have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month twelve‑month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company One or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order more judgments for the payment of money in an aggregate amount in excess of $15,000,00025,000,000 (other than judgments covered by insurance issued by an insurer that has accepted coverage and has the ability to pay such judgments) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 90 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment which is not effectively stayed on appeal.for a period of 30 consecutive days; 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 25,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in excess of $25,000,000 in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the that could reasonably be expected to result in PBGC would be entitled to obtain obtaining a decree adjudicating that any Material Plan must be terminated; or the determination by the PBGC of liability in excess of $25,000,000 on any member of the Controlled Group pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, to one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,00025,000,000. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action Release by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company other Person of any Hazardous Substance, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable Environmental Law, or the Company or any Guarantor shall fail which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Appears in 1 contract

Samples: Credit Agreement and Guaranty (Diebold Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in Nonpayment of any Loan Document, in connection with principal payment on any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the AgentNote when due. 7.2 Nonpayment of principal of interest upon any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, Note or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.2 through 6.21 and 6.23. 7.4 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made. 7.5 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 7.2, 7.3 or 7.37.4) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 7.6 Failure of the Company Borrower or any of its Subsidiaries to pay when due (A) any Recourse Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 in the aggregate or (“Material B) any Indebtedness”), whether or not Recourse Indebtedness, in excess of $50,000,000 in the aggregate; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedagreement, or any other event shall occur or condition exist, the effect of which in the case of causes or permits (A) any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Recourse Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared in excess of $25,000,000 in the aggregate or (B) any Indebtedness, whether or not Recourse Indebtedness, in excess of $50,000,000 in the aggregate to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; thereof (provided that the failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the Company payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome). 7.7 The Borrower, any Assignor, any other direct or indirect owner of a Subject Property, or any of its Subsidiaries shall not paySubject Property Owner, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any other Subsidiary having more than $20,000,000 of its SubsidiariesEquity Value, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it as a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due. 7.7 Without its application, approval or consent, a 7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower, any Assignor, any other direct or indirect owner of a Subject Property, or any Subject Property Owner, or any Subsidiary having more than $20,000,000 of its Subsidiaries Equity Value, or for any Substantial Portion of their respective Propertythe Property of the Borrower or such Subsidiary, or for any of the Collateral, the Subject Properties or Borrower’s direct or indirect interests therein, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Company Borrower or any of its Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company Borrower or any of its Subsidiaries shall fail within 90 sixty (60) days to pay, bond or otherwise discharge any judgment judgments or order orders for the payment of money in excess an amount which, when added to all other judgments or orders outstanding against Borrower, any Subsidiary, the Collateral or any of the Subject Properties would exceed $15,000,00020,000,000 in the aggregate, which is have not been stayed on appealappeal or otherwise appropriately contested in good faith. 7.10 Any The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $1,000,000 or requires payments exceeding $500,000 per annum. 7.11 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 The occurrence of any Change in Control500,000. 7.12 Any Guaranty shall fail Failure to remain remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission light of the Agent or a Lender) fail to create a valid and perfected first priority security interestnature of the problem if no specific time period is so established), subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted environmental problems at Properties owned by the terms of this Agreement or any Collateral Document, or, due to any action by the Company Borrower or any of its Subsidiaries not consented to by or Investment Affiliates if the Required Lenders, any Collateral Document shall fail to remain estimated costs of remediation at all such Properties in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability aggregate exceed $20,000,000. 7.13 The occurrence of any Collateral Document, “Default” as defined in any Loan Document or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Document if the failure Loan Document, which default or breach continues beyond any period of grace provided for therein provided. 7.14 The occurrence of any Material Adverse Effect. 7.15 There shall occur a “Default” under and as defined in the applicable Collateral DocumentUnsecured Credit Agreement.

Appears in 1 contract

Samples: Secured Term Loan Agreement (Developers Diversified Realty Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of USI, the Company Borrower or its Subsidiaries any Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Revolving Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Revolving Loan or of any facility feeCommitment Fee, LC Fee, Fronting Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any (i) USI or the Borrower or any Guarantor of any of the terms or provisions of any of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.2 or 6.3 or any of Sections 6.10 through 6.16, 6.17inclusive, Sections 6.18 through 6.22, inclusive, or 6.19 which is not remedied within three Business Days after written notice from Section 6.24 through 6.25, inclusive, or (ii) any Loan Party of any of the Agentterms or provisions of any of Section 4.1.1(i) (to the extent that the non-compliance therewith by such Loan Party would independently give rise to a Default under clause (i) of this Section 7.3), 4.1.3 (to the extent that the non-compliance therewith by such Loan Party would independently give rise to a Default under clause (i) of this Section 7.3) or clauses (i) or (ii) of Section 4.1.4 of the Security Agreement. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article VII) or 7.3) any other Loan Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within 15 (i) five (5) Business Days after the occurrence thereof with respect to any breach of Section 6.1 and (ii) thirty (30) days after written notice from the AgentAgent or any Lender to the Borrower of any other such breach. 7.5 7.5. Failure of USI, the Company Borrower or any of its Subsidiaries Subsidiary to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to beyond the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”applicable grace period with respect thereto, if any); or the default by USI, the Company Borrower or any of its Subsidiaries Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or (other than under a Receivables Purchase Facility) is governedoutstanding, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any such agreement to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of USI, the Company Borrower or any of its Subsidiaries Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or specified mandatory prepayment) prior to the stated maturity thereof; or the Company any Loan Party or any of its Subsidiaries Material Foreign Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Loan Party or any of its Subsidiaries, Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest on a timely basis in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of any Loan Party or any Material Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Loan Party or any of its Subsidiaries such Material Foreign Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company any Loan Party or any of its Subsidiaries Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court7.8. USI, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all the Borrower or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries Subsidiary shall fail within 90 60 days to pay, bond or otherwise discharge any judgment one or order more judgments or orders for the payment of money in excess of $15,000,00050,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, which is judgment(s), in any such case, is/are not (a) stayed on appealappeal or otherwise being appropriately contested in good faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under USI’s or any Subsidiary’s insurance policies; provided that, so long as after giving effect to any payment in respect of any such judgment, (x) the Available Aggregate Commitment shall be $100,000,000 or more and (y) the Leverage Ratio (calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distribution and any Indebtedness incurred in connection therewith, all in accordance with the terms of this Agreement) shall be less that 2.75 to 1.00, the rendering of any such judgment or order shall not constitute an Unmatured Default. 7.10 7.9. Any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 303(k) of ERISA, which events in the aggregate would reasonably be expected to result in liability to USI or any other member of the Controlled Group in excess of $25,000,000. 7.10. Any Change in Control shall occur. 7.11. USI or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by USI or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $20,000,000. 7.12. USI or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of USI and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00025,000,000. 7.11 The occurrence of any Change in Control7.13. [Reserved]. 7.12 7.14. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Loan Document shall fail to remain in full force or effect against any Loan Party that is a party thereto (except to the extent such Loan Party has been released from its obligations thereunder in accordance with this Agreement or such other Loan Document or such Loan Document has expired or terminated in accordance with its terms) or any action Loan Party shall be taken assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason (other than those enumerated in the first parenthetical above); the Liens created by the Company Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation, or possession is required herein or therein) in favor of the Agent, having the priority contemplated by the Collateral Documents (except to the extent such Liens have been released in accordance with this Agreement or such other Loan Document) 7.15. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur (i) which permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of USI, any Subsidiary or any SPV to require the amortization or liquidation of its Subsidiaries not consented to by such Off-Balance Sheet Liabilities as a result of the Required Lenders to discontinue or to assert the invalidity or unenforceability non-payment of any Collateral DocumentOff-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $25,000,000 at such time and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the Company amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) pursuant to which the investors or purchasers shall replace USI or any Guarantor shall fail to comply Wholly-Owned Subsidiary of USI with any other Person (other than USI or any Wholly-Owned Subsidiary of USI) as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.15 shall not apply on any date with respect to (a) any voluntary request by USI, any Subsidiary or any SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such date such amortization or liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfacility evidencing such Off-Balance Sheet Liabilities.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries Guarantors to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as of which made and applicable, shall not have failed to cure the occurrence causing the representation or warranty to be remedied materially false within three Business Days thirty (30) days after written notice from the Agentthereof by Administrative Agent to Xxxxxxxx. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Unused Fee or LC Fee within one Business Day after the same becomes five (5) days of when due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or (iii) any other payment obligations obligation under any of the Loan Documents within three Business Days five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)is due. 7.3 The breach by any Borrower or any Guarantor of any of the terms covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent(c) Section 6.7(c). 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or Rate Management Obligations (valued by reference to such greater applicable grace period as is provided in the amount applicable Material Indebtedness Agreement) of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)date when due; or the default by the Company Borrower or any of its Subsidiaries Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Indebtedness) of any material term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, Agreement if the effect of which in the case of any such default or event is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any ten percent (10%) or more of the Material Indebtedness of the Company Borrower or any of its Subsidiaries Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries Guarantor or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Borrower and the Guarantors which, when taken together with all other Property of the Company Borrower and its Subsidiaries the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could Portion. 7.9 The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgment. 7.9 The Company (a) With respect to a Plan, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 5,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; , or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities (b) an ERISA Event shall have occurred that, in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member the opinion of the Controlled GroupRequired Lenders, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely when taken together with all other ERISA Events that have occurred, would reasonably be expected to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) result in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 Any Change in Control shall occur. 7.12 The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.13 Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Modification Agreement (Tri Pointe Homes, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lenders, the Swing Line Lender, the LC Issuer or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement, any Credit Extension or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 8.2. Nonpayment of principal of any Loan when due, nonpayment of any or Reimbursement Obligation within one Business Day after the same becomes when due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee letter of credit fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 8.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2Section 7.2 (only as to the last sentence thereof), 6.37.3, 6.47.10, 6.57.11, 6.107.12, 6.117.13, 6.12----------- --- ---- ---- ---- ---- 7.14, 6.137.16, 6.147.17, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent.7.20. ---- ---- ---- ---- 7.4 8.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VIII) of any of the terms or ------------ provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen days after written notice from the AgentAgent or any Lender. 7.5 8.5. Failure of the Company Borrower or any of its Consolidated Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 10,000,000 (“Material Indebtedness”"MATERIAL INDEBTEDNESS"); or the default by the Company Borrower or any of its Consolidated Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Consolidated Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Consolidated Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 8.6. The Company Borrower or any of its Subsidiaries, Consolidated Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws or future law of any jurisdiction, domestic other applicable bankruptcy laws as now or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws or future law of any jurisdiction, domestic other applicable bankruptcy laws as now or foreign, relating to bankruptcy, insolvency, reorganization hereafter in effect or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 8.6 or (vi) fail to contest in good faith any ----------- appointment or proceeding described in Section 7.7.8.7. ------------ 7.7 8.7. Without its the application, approval or consentconsent of the Borrower or any of its Consolidated Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Consolidated Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv8.6(iv) shall be instituted against the Company Borrower or any of --------------- its Consolidated Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 8.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Consolidated Subsidiaries which, when taken together with all other Property of the Company Borrower and its Consolidated Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 8.9. The Company Borrower or any of its Consolidated Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000, which is not stayed on appeal. 7.10 Any 8.10. The sum of (a) the Unfunded Liabilities of all Single Employer Plans and (b) the unfunded liabilities with respect to all Foreign Pension Plans shall exceed $30,000,000 in the aggregate or any Reportable Event shall occur in connection with any Plan. 8.11. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum. 8.12. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 8.13. The Borrower or any of its Consolidated Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Consolidated Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or ---------- clause (ii), could reasonably be expected to have a Material Adverse Effect. ----------- 8.14. Any Change in Control shall occur. 8.15. The occurrence of any Change "default", as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 Any 8.16. The Subsidiary Guaranty shall fail to remain in full force or effect with respect to each Subsidiary Guarantor or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty the Subsidiary Guaranty, or any Subsidiary Guarantor denies shall fail to comply with any of the terms or provisions of the Subsidiary Guaranty, or any Subsidiary Guarantor shall deny that it has any further liability under any Guaranty to which it is a partythe Subsidiary Guaranty, or gives shall give notice to such effect. 7.13 8.17. Any of the following shall occur: (i) any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, (ii) any Collateral Document shall fail to remain in full force or effect or effect, (iii) any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or (iv) the Company Borrower or any Guarantor of its Subsidiaries shall fail to comply with any of the terms or provisions of any Collateral Document if Document, and, in the failure continues beyond any case of clauses (i), (ii) and (iv), such occurrence shall continue for a period of grace provided for in 60 days after the applicable Collateral Documentearlier of the Borrower's knowledge thereof or the Borrower received notice thereof from the Agent or any Lender.

Appears in 1 contract

Samples: Credit Agreement (Howmet International Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a "Default" hereunder: 7.1 Any (a) nonpayment, (i) when due (whether upon demand or otherwise) of any principal owing under any of the Loan Documents, or (ii) within 2 Business Days of the due date (whether upon demand or otherwise) of any interest, fee, Reimbursement Obligation or any other payment obligation owing under any of the Loan Documents; (b) any representation or warranty made or deemed made by the Company or its Subsidiaries on behalf of any Loan Party to the Lenders any Lender or the Agent in any Loan Document, under or in connection with this Agreement, any other Loan Document (other than any Export-Import Loan Document), any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document of the foregoing shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from made; (c) the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor Loan Party of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.15 through 6.22 or 6.19 which is not remedied within three Business Days after written notice from 6.24 through 6.31; (d) the Agent. 7.4 The breach by any Borrower or any Guarantor Loan Party (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) Sections 6.1, 6.3 through 6.7, 6.9 through 6.14, or 6.23 of this Agreement or any other Loan Document which is not remedied within 15 5 days after the earlier of such breach or written notice from the Agent. 7.5 Failure Agent or any Lender or (ii) any other Section of this Agreement which is not remedied within 30 days after receipt by the Company of written notice from the Agent or any Lender; (e) (i) failure of its Subsidiaries any Loan Party to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); (ii) a default, breach or the default by the Company or any of its Subsidiaries in the performance of other event occurs under any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or Agreement of any other event shall occur or condition existLoan Party, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement (other than any Export-Import Loan Document) to cause, such Material Indebtedness to become due prior to its stated maturity; or (iii) any Material Indebtedness of the Company or any of its Subsidiaries Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or (iv) any of its Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Company or (f) any of its Subsidiaries, Loan Party shall (i) have an order for relief entered with respect to it under any existing the Bankruptcy Code as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Bankruptcy Code as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 subsection (f) or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without its application, approval or consent, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries Loan Party or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Company or any of its Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty consecutive days.; 7.8 Any (h) any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Loan Party which, when taken together with all other Property of the Company and its Subsidiaries any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within 30 days when due to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $2,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgments or orders, in any such case, are not stayed on appeal.appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur; (i) the Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $30,000,000, or (ii) any Reportable Event shall occur; (m) a Loan Party or any other member of the a Controlled Group has incurred or shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after such Multiemployer Plan; (n) the expiration occurrence of any applicable grace period an amount "Default" or amounts aggregating "Event of Default" as defined in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability Loan Document (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Export-Import Loan Document, ) or, due to for any action by Loan Document (other than any Export-Import Loan Document) in which "Default" or "Event of Default" is not defined, the Company or any breach of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of such Loan Document (other than any Collateral Document if the failure Export-Import Loan Document) , which default or breach continues beyond any period of grace provided for in the applicable Collateral Document.therein provided;

Appears in 1 contract

Samples: Credit Agreement (Brush Engineered Materials Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement or any Credit Extension, or in any certificate or information delivered in writing in connection with any other Loan Document shall be false incorrect in any material respect on the date as of which made or deemed made. 7.2 The failure or refusal of any Obligor to (a) pay the principal of any of the Obligations, or any part thereof, as it becomes due in accordance with the terms of the Loan Documents, or (b) pay interest on any of the Obligations, or any part thereof, or any other amount or fee under the terms of this Agreement and shall not be remedied the other Loan Documents, within three five (5) Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same it becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2Section 6.1.2, 6.36.1.9, 6.46.2.1, 6.56.2.2, 6.106.2.3, 6.116.2.4, 6.126.2.5, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.2.7 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.2.8. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 or by any Obligor of any other Loan Document and, if capable of being remedied, such breach shall remain unremedied for 45 days after the earlier of (i) an Authorized Officer of the Borrower obtaining knowledge of such breach, or (ii) written notice from thereof being given to the Borrower by any Lender or the Agent. 7.5 (a) Failure of the Company any Obligor or any Subsidiary (other than any Project Financing Subsidiary) of its Subsidiaries an Obligor to pay when due (subject to any Indebtedness applicable grace period), whether by acceleration or Rate Management otherwise, any Debt (other than the Obligations (valued by reference to and other than the amount Existing Trident Subordinated Debt and other than the CUSA Assumed Debt) aggregating for all of the Net Xxxx-to-Market Exposure) aggregating Obligors and their respective Subsidiaries in excess of $15,000,000 40,000,000 in principal amount; (“Material Indebtedness”); or b) the default by the Company any Obligor or any Subsidiary (other than any Project Financing Subsidiary) of its Subsidiaries an Obligor in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt (other than the Obligations and other than the Existing Trident Subordinated Debt and other than the CUSA Assumed Debt) aggregating for all of the Obligors and their respective Subsidiaries (other than any Project Financing Subsidiary) in excess of $40,000,000 in principal amount was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness Debt to cause, cause such Material Indebtedness Debt to become due prior to its stated maturitymaturity and such default, event or condition continues for more than 30 days; provided, however, that in the event the rights of any holder or holders of such Debt to accelerate such Debt have been terminated by cure of such default or written waiver by the holder of such Debt, such default shall not thereafter constitute a Default hereunder until such time as the right of such holder or holders to accelerate such Debt again arises; (c) any Material Indebtedness Debt (other than the Obligations and other than the Existing Trident Subordinated Debt and other than the CUSA Assumed Debt) of any of the Company Obligors or any of its their respective Subsidiaries aggregating for all of the Obligors and their respective Subsidiaries in excess of $40,000,000 in principal amount shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; (d) any of the Existing Trident Subordinated Debt shall be declared to be due and payable or required to be prepaid prior to the Company stated maturity thereof and shall not be paid (or such acceleration rescinded) within 30 days of the date on which it is required to be so paid; or (e) demand for payment shall be made for all or any part of the CUSA Assumed Debt prior to the stated maturity thereof and such payment shall not be made (or such demand rescinded) on or before the earlier of (i) 30 days following such demand or (ii) the date upon which the holder thereof commences proceedings to collect such payment. 7.6 The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company (other than any Project Financing Subsidiary) or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.6, (vi) not pay, or admit in writing its inability to pay, its debts generally as they become due. or (vivii) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries (other than any Project Financing Subsidiary), or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries such Subsidiary or such Guarantor or any Substantial Portion of their respective Propertythe Property of any of the foregoing, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries (other than any Project Financing Subsidiary) or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any courtThe failure of the Borrower or any Subsidiary of the Borrower (other than any Project Financing Subsidiary) to have stayed or discharged within a period of thirty (30) days after the commencement thereof any attachment, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriatesequestration, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or similar proceeding against any of its Subsidiaries which, when taken together with all other Property assets having a fair market value of the Company and its Subsidiaries so condemned, seized, appropriated, $25,000,000 or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effectmore. 7.9 The Company or any of its Subsidiaries Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral DocumentSubsidiary Guaranty, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if Subsidiary Guaranty to which it is a party, or any Guarantor denies that it has any further liability under any Subsidiary Guaranty to which it is a party, or gives notice to such effect provided, however, that no termination of a Subsidiary Guaranty resulting from the failure continues beyond merger of one Subsidiary of the Borrower which has executed a Subsidiary Guaranty into another Subsidiary of the Borrower which has executed a Subsidiary Guaranty shall constitute a Default so long as the Subsidiary Guaranty of the corporation surviving such merger remains in full force and effect and that any period release of grace provided for in the applicable Collateral Documentan Additional Guaranty pursuant to Section 6.1.3 shall not constitute a Default.

Appears in 1 contract

Samples: Letter of Credit Facility Agreement (NGC Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company or any of its Subsidiaries to pay when due (beyond the applicable grace period with respect thereto, if any) any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 ("Material Indebtedness"); or the default by the Company or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Company or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 The Company or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment one or order more (i) judgments or orders for the payment of money in excess of $15,000,0005,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member The Unfunded Liabilities of all Single Employer Plans shall exceed in the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of aggregate $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there Reportable Event shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, in connection with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000any Plan. 7.11 The occurrence Company or any of its Subsidiaries shall (i) be the subject of any Change proceeding or investigation pertaining to the release by the Company, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in Controlthe case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Corrpro Companies Inc /Oh/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Parent, the Borrower or its Subsidiaries any Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Revolving Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Revolving Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any (i) the Parent or the Borrower or any Guarantor of any of the terms or provisions of any of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.2 or 6.3 or any of Sections 6.10 through 6.16, 6.17inclusive, Sections 6.18 through 6.22, inclusive, or 6.19 which is not remedied within three Business Days after written notice from Sections 6.24 or 6.25 or (ii) by any Credit Party of any of the Agentterms or provisions of any of Section 4.1.1 (to the extent that the non-compliance therewith by such Credit Party would independently give rise to a Default under clause (i) of this Section 7.3), 4.1.3 or clauses (i) or (ii) of Section 4.1.4 of the Security Agreement. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article VII) or 7.3) any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within 15 (i) five (5) Business Days after the occurrence thereof with respect to any breach of Section 6.1 and (ii) thirty (30) days after written notice from the AgentAgent or any Lender to the Borrower of any other such breach. 7.5 7.5. Failure of the Company Parent, the Borrower or any of its Subsidiaries Subsidiary to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to beyond the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”applicable grace period with respect thereto, if any); or the default by the Company Parent, the Borrower or any of its Subsidiaries Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedoutstanding, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any such agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any such agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Parent, the Borrower or any of its Subsidiaries Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or specified mandatory prepayment) prior to the stated maturity thereof; or the Company Parent, the Borrower or any of its Subsidiaries Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Credit Party or any of its Subsidiaries, Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest on a timely basis in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of any Credit Party or any Material Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Credit Party or any of its Subsidiaries such Material Foreign Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company any Credit Party or any of its Subsidiaries Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court7.8. The Parent, government the Borrower or governmental agency any Subsidiary shall without appropriate compensation condemnfail within 60 days to pay, seize bond or otherwise appropriatedischarge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or take custody (ii) nonmonetary judgments or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries orders which, when taken together with all other Property of individually or in the Company and its Subsidiaries so condemnedaggregate, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under the Parent’s or any Subsidiary’s insurance policies. 7.9 7.9. Any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10. Any Change in Control shall occur. 7.11. The Company Parent or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Parent or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $20,000,000. 7.12. The Parent or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Parent and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00020,000,000. 7.11 7.13. The occurrence Parent, the Borrower or any Subsidiary shall (i) be the subject of any Change proceeding or investigation pertaining to the release by the Parent, the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in Controlthe case of an event described in clause (i) or clause (ii), has resulted in liability to the Parent, the Borrower or any Subsidiary in an amount equal to $20,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith. 7.12 7.14. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Loan Document shall fail to remain in full force or effect against any Credit Party party thereto (except to the extent such Credit Party has been released from its obligations thereunder in accordance with this Agreement or such other Loan Document or such Loan Document has expired or terminated in accordance with its terms) or any action Credit Party shall be taken assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason (other than those enumerated in the first parenthetical above); the Liens created by the Company Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation, or possession is required herein or therein) in favor of the Agent, having the priority contemplated by the Collateral Documents (except to the extent such Liens have been released in accordance with this Agreement or such other Loan Document) 7.15. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Parent, any Subsidiary or any SPV to require the amortization or liquidation of its Subsidiaries such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $25,000,000 and (x) such Off-Balance Sheet Trigger Event shall not consented be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) causes the replacement or substitution of the Parent, any Subsidiary or any SPV as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.15 shall not apply on any date with respect to (a) any voluntary request by the Required Lenders to discontinue or to assert the invalidity or unenforceability of Parent, any Collateral Document, or the Company Subsidiary or any Guarantor shall fail to comply with SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such date such amortization or liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfacility evidencing such Off-Balance Sheet Liabilities.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement (United Stationers Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within five Business Days after written notice from the Administrative Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three five Business Days after written notice from the Administrative Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.17 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18. 7.4 The breach by any Borrower or Guarantor of, or other default by any Borrower or Guarantor (other than a breach which constitutes a Default under Section 7.1under, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document (other than a breach or default which constitutes a Default under Section 7.1, 7.2 or 7.3) which is not remedied within 15 30 days after written notice from the Administrative Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) voluntarily have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company One or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order more judgments for the payment of money in an aggregate amount in excess of $15,000,00025,000,000 (other than judgments covered by insurance issued by an insurer that has accepted coverage and has the ability to pay such judgments) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 90 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment which is not effectively stayed on appeal.for a period of 30 consecutive days; 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 25,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in excess of $25,000,000 in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the that could reasonably be expected to result in PBGC would be entitled to obtain obtaining a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action Release by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company other Person of any Hazardous Substance, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable Environmental Law, or the Company or any Guarantor shall fail which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Appears in 1 contract

Samples: Credit Agreement (Diebold Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, Loan or in any certificate or information delivered in writing in connection with any Loan Document this Agreement shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of (a) any principal of any Loan Note when due, nonpayment of or (b) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee Note or any commitment fee or other payment fee or obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections SECTION 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, SECTION 6.3(a) or SECTIONS 6.10 through 6.16 or SECTIONS 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agentthrough 6.22. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section SECTIONS 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the 7.5. The default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any Funded Indebtedness aggregating in excess of $10,000,000 ($20,000,000, or such Material Indebtedness lower cross-default threshold amount as is provided in the SOMSC Credit Agreements, in the case of SOMSC) was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Funded Indebtedness to cause, such Material Funded Indebtedness to become due prior to its stated maturity; or any Material such Funded Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or SECTION 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7SECTION 7.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any Substantial Portion substantial portion of their respective its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(d) shall be instituted against the Company Borrower or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0002,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $10,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.9. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 7.10. The occurrence of any Change "default", as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, Notes) or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if (other than this Agreement or the failure Notes), which default or breach continues beyond any period of grace provided therein provided. 7.11. Any License of any Insurance Subsidiary (a) shall be revoked by the Governmental Authority which issued such License, or any action (administrative or judicial) to revoke such License shall have been commenced against such Insurance Subsidiary and shall not have been dismissed within thirty (30) days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the expiration thereof following application for such reissuance or renewal of such Insurance Subsidiary, which, in any case, could reasonably be expected to have a Material Adverse Effect. 7.12. Any Insurance Subsidiary shall be the subject of a final non-appealable order imposing a fine by or at the request of any state insurance regulatory agency as a result of the violation by such Insurance Subsidiary of such state's applicable Collateral Documentinsurance laws or the regulations promulgated in connection therewith which could reasonably be expected to have a Material Adverse Effect. 7.13. Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority in either case which could reasonably be expected to have a Material Adverse Effect and which is not stayed within thirty (30) days. ARTICLE VIII

Appears in 1 contract

Samples: Credit Agreement (White Mountains Insurance Group LTD)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made or deemed made by the Company or on behalf of Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 (b) Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 (c) The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections Article VI, Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.156.22, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.23. 7.4 (d) The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 five days after written notice from the AgentAgent or any Lender; provided, that if such breach can be cured and Borrower begins and is diligently pursuing a cure thereof prior to the expiration of the ten day cure period above provided, then Borrower shall not be in default hereunder if Borrower cures such failure within thirty days after the above provided written notice of such breach. 7.5 (e) Failure of the Company Borrower or any of its Subsidiaries or any Guarantor to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries or any Guarantor in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company (f) Borrower or any of its Subsidiaries, Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.1(f) or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.1(g). 7.7 (g) Without its the application, approval or consentconsent of Borrower or any of its Subsidiaries, or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.1(f)(iv) shall be instituted against the Company Borrower or any of its Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 (h) Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company Borrower and its Subsidiaries or any of its Subsidiaries Guarantor which, when taken together with all other Property of the Company Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. (i) Borrower, Parent or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) final judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. (j) The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan. (k) Nonpayment by Borrower, Parent or any Subsidiary of any Rate Management Obligation when due or the breach by Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. (l) Any Change in Control shall occur. (m) Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $250,000 per annum. (n) Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. (o) Borrower, Parent or any of their Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”p) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 (q) Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 (r) Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor Borrower shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document. (s) The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct. (t) Borrower, Parent or any Subsidiary shall fail to pay when due (i) any Operating Lease Obligation, obligation under a Sale and Leaseback Transaction or Contingent Obligation where the total amount of such Operating Lease Obligation, Sale and Leaseback Transaction or Contingent Obligation is in excess of $1,000,000, or (ii) any obligation with respect to a Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Clark Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, Extension or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be being false or misleading in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, or nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fronting Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.166.7, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31 and 6.32. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which breach is not remedied within 15 30 days after written the earlier of (a) the Borrower becomes aware thereof or (b) the Borrower receives notice of the same from Administrative Agent; provided, however, that if such breach cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of such breach, the Borrower shall have a reasonable period to remedy such breach beyond such 30-day period, which shall not exceed 90 days. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or , the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existcondition, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not failure to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, shall Subsidiaries (i) have has an order for relief entered with respect to it under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fails to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Company Borrower or any of its Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member An ERISA Event occurs that, in the opinion of the Controlled Group shall fail Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to pay when due after the expiration of any applicable grace period an amount or amounts aggregating result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 The occurrence Nonpayment by the Borrower or any Subsidiary of any material Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition in any material Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12 Any Change in Control. 7.12 Any 7.13 The occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any notice, grace or cure period therein provided. 7.14 The Guaranty shall fail fails to remain in full force or effect or effect, any action shall be is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any Guaranty Guarantor, any Guarantor fails to comply with any of the terms or provisions of the Guaranty, or any Guarantor denies that it has any further liability under any the Guaranty to which it is a party, or gives notice to such effect. 7.13 7.15 Any Collateral Document shall necessary to create or grant a security interest in the Collateral or to perfect a security interest in the Collateral (the “Material Collateral Documents”) for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail fails to create a valid and perfected first first-priority security interest, subject to the Intercreditor Agreement, interest in any substantial portion of the Collateral or any material Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any such Material Collateral DocumentDocuments, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail fails to remain in full force or effect or effect, any action shall be is taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Material Collateral Document, or the Company Borrower or any Guarantor shall fail Domestic Subsidiary fails to comply in any material way with any of the terms or provisions of any Material Collateral Document if the failure continues beyond to which it is a party (subject to any period of applicable notice, grace provided for in the applicable Collateral Documentor cure periods therein provided).

Appears in 1 contract

Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in as to any Loan Document, material matter under or in connection with this Agreement, any Credit ExtensionLoan, any Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after the earlier to occur of (i) the date on which an officer of the Borrower who is either an Authorized Officer or has responsibilities in connection with monitoring compliance with this Agreement first has knowledge of such breach and (ii) the giving of written notice from by the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to in the amount of the Net Xxxx-to-Market Exposure) aggregating aggregate in excess of $15,000,000 (“Material Indebtedness”)500,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness in the aggregate in excess of $500,000 was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries in the aggregate in excess of $500,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.9. The Company Borrower or any of its Subsidiaries shall fail within 90 60 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0001,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $1,000,000. 7.12. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 7.13. The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company Borrower or any of its Subsidiaries not consented shall be the subject of any proceeding or investigation pertaining to the release by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company Borrower or any of its Subsidiaries not consented to by the Required Lenders to discontinue Subsidiaries, or to assert the invalidity or unenforceability any other Person of any Collateral Documenttoxic or hazardous waste or substance into the environment, or the Company or any Guarantor shall fail to comply with any of the terms or provisions violation of any Collateral Document if the failure continues beyond any period of grace provided for federal, state or local environmental, health or safety law or regulation, which, in the applicable Collateral Documenteither case, could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hutchinson Technology Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, usage fee, LC Fee or any other payment obligations under any of the Loan Documents within three five (5) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Article VI Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, 6.21 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.22. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the with a principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 10,000,000 ("Material Indebtedness"); or the default by the Company Borrower or any of its Subsidiaries in the performance of any material term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other material event shall occur or material condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Active Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Active Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Active Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Active Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member The Unfunded Liabilities of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a all Single Employer Plan with Unfunded Liabilities Plans shall exceed in excess of the aggregate $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator 5,000,000 or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there Reportable Event shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, in connection with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000any Plan. 7.11 The occurrence of any Any Change in ControlControl shall occur. 7.12 Any The Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentthe Subsidiary Guaranty, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary Guaranty or any Collateral Document if Guarantor shall deny that it has further liability under the failure continues beyond any period of grace provided for in the applicable Collateral DocumentSubsidiary Guaranty, or shall give notice to such effect.

Appears in 1 contract

Samples: Credit Agreement (BJS Wholesale Club Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Section 6.2 and Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.10 through and including 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)10,000,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness in excess of $10,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries in excess of $10,000,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00025,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any 7.9. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $50,000,000 or any Reportable Event shall occur in connection with any Plan. 7.10. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $10,000,000 or requires payments exceeding $1,000,000 per annum. 7.11. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.11 The occurrence of 7.12. Any Banking Subsidiary shall cease to be insured under the Federal Deposit Insurance Act and any Change in Control. 7.12 Any Guaranty rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time; or a cease and desist order shall fail to remain in full force or effect be issued against the Borrower or any action Subsidiary pursuant to 12 U.S.C. 1818(b) or (c) or any similar applicable provision of state law and any rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time; or there shall occur, with respect to any Banking Subsidiary, any event which is grounds for the required submission of a capital restoration plan under 12 U.S.C. Section 1831(o)(e)(2) and any rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time, or for seeking the appointment of a receiver or conservator under 12 U.S.C. 1821(c) and any rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time; or any conservator or receiver shall be taken to discontinue or assert the invalidity or unenforceability of appointed for any Guaranty Banking Subsidiary under any such provisions or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, other state or gives notice to such effectfederal law. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Appears in 1 contract

Samples: Credit Agreement (Firstar Corp /Wi/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three five (5) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Article VI Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.21. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the with a principal amount of the Net Xxxx-to-Market Exposure) aggregating in excess of $15,000,000 25,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance of any material term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other material event shall occur or material condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6 The Borrower or any of its Active Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7. 6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.7 or (vii) not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Active Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Active Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Active Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelvethetwelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member An ERISA Event shall have occurred that, in the opinion of the Controlled Group shall fail Required Lenders, when taken together with all or other ERISA Events that have occurred, could reasonably be expected to pay when due after the expiration of any applicable grace period an amount or amounts aggregating result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member liability of the Controlled Group, Borrower and its Subsidiaries in an aggregate amount exceeding (i) $5,000,000 in any plan administrator year or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than ii) $10,000,000 for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000all periods. 7.11 The occurrence of any Any Change in ControlControl shall occur. 7.12 Any The Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentthe Subsidiary Guaranty, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary Guaranty or any Collateral Document if Guarantor shall deny that it has further liability under the failure continues beyond any period of grace provided for in the applicable Collateral DocumentSubsidiary Guaranty, or shall give notice to such effect.

Appears in 1 contract

Samples: Credit Agreement (BJS Wholesale Club Inc)

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