Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrower. 7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due. 7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c). 7.4 The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier 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 Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.11 Any Change in Control shall occur. 7.12 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 period of grace therein provided. 7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 4 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made by the Company or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, and shall have failed to cure not be remedied within three Business Days after written notice from the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to BorrowerAgent.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) nonpayment of interest on any Loan or of any facility fee, LC Fee or any other obligation payment obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes 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 covenants set forth in (a) Section 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 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)which is not remedied within three Business Days after written notice from the Agent.
7.4 The breach by the any Borrower or any Guarantor (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 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 thirty (30) 15 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment of principal Indebtedness or interest or any other material Rate Management Obligations (valued by reference to the amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueNet ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if 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(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolventinsolvent 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and could reasonably be expected to have a Material Adverse Effect.
7.9 The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 90 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect15,000,000, which judgment(s), in any such case, is/are is not stayed on appeal 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 otherwise being appropriately contested amounts aggregating in good faithexcess 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 legally taken by a judgment creditor to attach discontinue or levy upon assert the invalidity or unenforceability of any assets of the Borrower Guaranty or any Guarantor denies that it has any further liability under any Guaranty to enforce any which it is a party, or gives notice to such judgmenteffect.
7.13 Any Collateral Document shall for any reason (aother than solely as the result of an act or omission of the Agent or a Lender) With respect fail to create a Planvalid and perfected first priority security interest, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 thatIntercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the opinion 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, 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 occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any Guarantor of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any GuarantyCollateral Document, or the Company or any Guarantor shall deny that it has fail to comply with any further liability under of the terms or provisions of any Guaranty to which it is a party, or shall give notice to such effectCollateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.
Appears in 4 contracts
Sources: Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Parent, the Borrower or any of its Guarantors Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Revolving Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Revolving Loan or any Commitment Fee, LC Fee or other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by (i) the Parent or the Borrower of any of the covenants set forth in terms or provisions of any of Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive, Sections 6.18 through 6.22, inclusive, or Section 6.24 or (aii) by any Credit Party of any of the terms or provisions of any of Section 6.19 4.1.1 (other than as provided in 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 6.19(d)7.3), 4.1.3 or clauses (bi) Section 6.2 or (cii) of Section 6.7(c)4.1.4 of the Security Agreement.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or 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 (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 earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying Lender to the Borrower of any other such breach.
7.5 7.5. Failure of the Parent, the Borrower or any Guarantor Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any); or the default by the Parent, provided the Borrower or any Subsidiary in such Material Indebtednessthe performance (beyond the applicable grace period with respect thereto, if any) of any material term, provision or condition contained in any agreement under which Material Indebtedness Agreement if is outstanding, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement such agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement such agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Parent, the Borrower or any Guarantor 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 Parent, the Borrower or any Guarantor Subsidiary shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower 7.6. Any Credit Party or any Guarantor Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower any Credit Party or any GuarantorMaterial Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower such Credit Party or any Guarantor such Material Foreign Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Credit Party or any Guarantor Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court7.8. The Parent, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor Subsidiary shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)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 (a) stayed on appeal or otherwise being appropriately contested in good faith, 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 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 judgmentSubsidiary’s insurance policies.
(a) With respect 7.9. Any formal step is taken to a terminate any Plan, the Borrower or an ERISA Affiliate is subject to other than a lien in excess of $5,000,000 pursuant to standard termination under Section 430(k4041(b) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (ba contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) 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, would reasonably be expected to result in a Material Adverse EffectERISA.
7.11 7.10. Any Change in Control shall occur.
7.12 7.11. The occurrence Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to 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 Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $20,000,000.
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 the Parent 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 $20,000,000.
7.13. The Parent, the Borrower or any Subsidiary shall (i) be the subject of any “default”proceeding or investigation pertaining to the release by the Parent, as defined 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 any Loan Document the case of an event described in clause (other than this Agreementi) or the breach of any of the terms or provisions of any Loan Document clause (other than this Agreementii), has resulted in liability to the Parent, the Borrower or any Subsidiary in an amount equal to $20,000,000 or more, which default liability is not paid, bonded or breach continues beyond any period of grace therein providedotherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith.
7.13 7.14. Any 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 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 Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be taken 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 Guarantor Subsidiary or any SPV to discontinue require the amortization or to assert liquidation of such Off-Balance Sheet Liabilities as a result of the invalidity or unenforceability non-payment of any GuarantyOff-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 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 any Guarantor (y) such investors shall deny that it has any further liability under any Guaranty to which it is require the amortization or liquidation of such Off-Balance Sheet Liabilities as a partyresult 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 give notice not apply on any date with respect to (a) any voluntary request by the Parent, 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 effectdate such amortization or liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.
Appears in 4 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (ia) principal of any Loan when due, or (iib) any Reimbursement Obligation, Obligation within one Business Day after the same becomes due or (c) interest upon any Loan, any Unused Commitment Fee, LC Facility Fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligations under any of the Loan Documents within five three (53) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 terms or (c) Section 6.7(c)provisions of any of Sections 6.1 through 6.3 or any of Sections 6.10 through 6.27.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or 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 thirty (30) days after the earlier to occur of (ia) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying 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 Borrower or any Guarantor Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any); or the default by the Borrower or any Subsidiary in the performance (beyond the applicable grace period with respect thereto, provided in such Material Indebtednessif any) of any material term, provision or condition contained in any Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor Subsidiary shall not pay, or shall 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 Borrower 7.6. Any Credit Party or any Guarantor Material Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor 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 the Federal bankruptcy laws as now or hereafter in effect any Debtor Relief Law 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 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, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Credit Party or any Guarantor Material Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower any Credit Party or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor Subsidiary shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (ia) judgments or orders for the payment of money in excess of $25,000,000 20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net excluding the amount of amounts fully covered any insurance coverage by insuranceinsurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)), or (iib) nonmonetary judgments or orders which, individually or in the aggregate, would 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 faithfaith or (ii) paid in full by third-party insurers under the Borrower’s or any Subsidiary’s insurance policies.
7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed $20,000,000 in the aggregate, or any action Reportable Event shall be legally taken by a judgment creditor to attach or levy upon occur in connection with any assets of the Borrower or any Guarantor to enforce any such judgmentPlan.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.7.11. [Reserved]
7.11 7.12. Any Change in Control shall occur.
7.12 7.13. The occurrence Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to 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 $20,000,000 or requires payments exceeding $20,000,000 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 $20,000,000.
7.15. The Borrower or any Subsidiary shall (a) be the subject of any “default”proceeding or investigation pertaining to the release by the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the indoor or outdoor environment, as defined 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 Loan Document Subsidiary in an amount equal to $20,000,000 (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 more, which liability is not paid, bonded or otherwise discharged (other than this Agreementby a Facility LC) within 60 days 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 providedis not stayed on appeal and being appropriately contested in good faith.
7.13 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 any Guarantor or shall fail to 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 GuarantyOff-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 any Guarantor (y) such investors shall deny that it has any further liability require the 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 any Guaranty to which it is a partythe agreements evidencing such Off-Balance Sheet Liabilities, or (c) causes or otherwise permits the replacement or substitution of the Borrower or any Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall give notice not apply on any date with respect to (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 effectdate such amortization, liquidation or termination of reinvestments or (ii) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.
Appears in 2 contracts
Sources: Credit Agreement (Patterson Companies, Inc.), Credit Agreement (Patterson Companies, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Company of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20 or (c) Section 6.7(c)6.21.
7.4 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within ten days after the Borrower occurrence of such breach or (ii) (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier occurrence 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 7.5. Failure of the Borrower Company or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration datedate (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 ten percent (10%) or more of the any Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower 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 Guarantor 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 shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The 7.6. Any Borrower or any Guarantor Material Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar 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 the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in 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 Federal, state or foreign bankruptcy, insolvency insolvency, administrative receivership or reorganization similar law now or relief of debtors 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, limited liability company 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 the application, approval or consent of the any Borrower or any GuarantorMaterial Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the a Borrower or any Guarantor Material Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower Company and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 $25,000,000, 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Reportable Event shall have occurred with respect to any Plan that, in the opinion of the Required Lenders, when taken together with all other ERISA Reportable Events that have occurredoccurred and are continuing, would 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 Material Adverse Effectminimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA.
7.11 Any Change 7.11. The Company 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 Control shall occuran amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum.
7.12 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 period of grace therein provided.
7.13 7.12. Any 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 GuarantyLoan Document, or any Guarantor 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 shall give notice to such effect.
7.13. 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. 7.12. Any Change in Control shall occur.
Appears in 2 contracts
Sources: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower REIT or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (ia) principal of any Loan or any Reimbursement Obligation when due, due or (iib) any Reimbursement Obligation, interest upon any Loan, any Unused Facility Fee or LC Fee within five (5) days of when dueFee, or (iii) any other obligation under any of the Loan Documents within five three (53) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 (a) The breach by the REIT or any of its Subsidiaries of any of the covenants set forth in terms or provisions of Section 6.2, 6.3(a), 6.4(b)(i) (asolely with respect to the REIT, any 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; or (b) the breach by the REIT or any of its Subsidiaries of Section 6.19 6.4(b)(i) (solely with respect to any Loan Party (other than as provided in the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.19(d)), 6.1 which is not remedied within ten (b10) Section 6.2 or Business Days after the earlier of (ci) Section 6.7(c)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 the Borrower REIT or any of its Subsidiaries (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (ia) any Senior Authorized Officer becoming aware of any such breach and (iib) the Administrative Agent notifying the Borrower of any such breach.
7.5 (a) Failure of the Borrower REIT or any Guarantor of its Subsidiaries to pay when due (after giving effect to all grace periods) any payment (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen Indebtedness, (15b) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower REIT or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition under this clause (b) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; , or ten percent (10%c) or more any portion of the Material Indebtedness of the Borrower REIT or any Guarantor 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 Borrower Borrower, any Eligible Property Entity or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor Material Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any 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 the application, approval or consent of the Borrower REIT, the Borrower, any Eligible Property Entity or any GuarantorMaterial Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower REIT, the Borrower, any Eligible Property Entity or any Guarantor Material Subsidiary or any Substantial Portion of their Propertyits Properties, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower REIT, the Borrower, any Eligible Property Entity or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors REIT or any of its Subsidiaries which, when taken together with all other Property of the REIT, the Borrower and the Guarantors 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 action occurs, constitutes a Substantial 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 7.9. One or more (ia) judgments or orders for the payment of money in excess of $25,000,000 100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (iib) nonmonetary judgments or orders which, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal shall remain unstayed, undischarged, undismissed, unvacated or otherwise being appropriately contested in good faith, or any action shall be legally taken by unsatisfied for a judgment creditor to attach or levy upon any assets period of the Borrower or any Guarantor to enforce any such judgmentthirty (30) consecutive days.
(a) With respect to a Plan, the REIT, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 100,000,000 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, that when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 7.11. Any Change in of Control shall occur.
7.12 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 period of grace therein provided.
7.13 7.12. Any 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 by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Borrower Company or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in any Loan Document, in connection with this Agreement, any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement any Loan Document or in any other certificate or information delivered in writing in connection with any Loan Document shall be materially false in any material respect on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of interest on any Reimbursement Obligation, interest upon Loan or of any Loan, any Unused Fee or LC Fee facility fee within five (5) days of when Business Days after written notice from the Agent that the same has become due, or (iii) nonpayment of any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is has become due.
7.3 The breach by any Borrower of any of the covenants set forth terms or provisions in (a) Section 6.19 (other than as provided in Section 6.19(d))Sections 6.2, (b) Section 6.2 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or (c) Section 6.7(c)6.
7.4 The breach by the any Borrower or Guarantor (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 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 thirty (30) 30 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Hedging Obligations aggregating in excess of principal or interest or any other material amount in respect of any $15,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect 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, 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and is reasonably likely to have a Material Adverse Effect.
7.9 The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 90 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order for the payment of money in excess of $25,000,000 15,000,000 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 an amount or amounts aggregating in excess of $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 $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 equivalent thereof in currencies PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than Dollarsfor premiums under Section 4007 of ERISA) in the aggregate (net of amounts fully covered by insurance)respect of, or (iito cause a trustee to be appointed to administer any Material Plan; or a condition shall exist that could reasonably be expected to result in PBGC 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) nonmonetary judgments of ERISA, with respect to, one or orders 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 $15,000,000 in aggregate amount for the Controlled Group.
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 Hazardous Substance, or any violation of any applicable Environmental Law, which, individually or in the aggregateeither case, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach Change 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 providedControl.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: Loan Agreement (Diebold Inc), Loan Agreement (Diebold Inc)
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 an Event a Default 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 (each, an “Event 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 Default”):its Subsidiaries:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the such Borrower (including any representation or any warranty deemed made by such Borrower as to one of its Guarantors Subsidiaries) to the Lenders Lenders, the Issuing Banks or the Administrative Agent under in or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall shall, in each case, be materially false in any material respect on the date as of which made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 Nonpayment of 7.2. Such Borrower shall fail to pay (i) principal of any Loan when due, or (ii) interest on any Reimbursement Obligation, interest upon Loan or any Loan, any Unused Facility Fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligation under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by such Borrower of any of the covenants set forth in terms or provisions of Section 6.1.7 (a) Section 6.19 (other than solely as provided in Section 6.19(d)such provision relates to a Default), 6.2, 6.3 (b) Section 6.2 solely with respect to the preservation of the legal existence of such Borrower), 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15 or (c) Section 6.7(c)6.16.
7.4 7.4. The breach by the such Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier to occur of (i) written notice from the Agent or any Senior Lender to such Borrower or (ii) a Specified Officer becoming aware receiving actual knowledge of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachof the terms or provisions of this Agreement.
7.5 7.5. Failure of the such Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) to pay when due (after the expiration of any payment applicable grace or cure periods) any principal of principal or interest or on any other material amount in respect of any their Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the such Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) 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 other term, provision or condition contained in any of their respective Material Indebtedness Agreement if Agreements or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any such Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity due, or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Guarantor “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 pay, or shall admit in writing its inability to pay, its debts generally as they become dueconstitute a Default under this Section 7.5.
7.6 The 7.6. Such Borrower or any Guarantor of its 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 the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company 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 the application, approval or consent of the such Borrower or any Guarantorof 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 such Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) or any Substantial Portion of their 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 such Borrower or any Guarantor 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 sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The 7.8. Such Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), shall fail within thirty (30) 45 days to pay, obtain a stay with respect tobond, stay, vacate or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully any amount 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: Credit Agreement (Ameren Energy Generating Co), Credit Agreement
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Facility Document, any Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Facility Document shall be materially false in any material respect on the date as of which made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 Nonpayment of (ia) any principal of any Loan Reimbursement Obligation when due, or (iib) any Reimbursement Obligation, interest upon any Loan, any Unused Fee commitment or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Facility Documents within five (5) days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is dueor any Lender.
7.3 The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 2.8, (b) Section 6.2 6.2, 6.3, Sections 6.10 through 6.13, Sections 6.15 through 6.20 or (c) Section 6.7(c)Sections 6.22 through 6.23.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VIISections 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days (or in the case of Section 6.14, ten (10) days) after the earlier of (i) Borrower has knowledge thereof or written notice from the Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date $2,500,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any such Indebtedness Agreement if was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material such Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor of its Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty thirty (6030) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (ia) final, nonappealable judgments or orders for the payment of money in excess of $25,000,000 2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (iib) final, nonappealable nonmonetary judgments or orders which, individually or in the aggregate, would 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $2,500,000.
(a) With respect to a Plan, the 7.12 The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (a) or (b), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14 Any Change in Control shall occur.
7.12 7.15 The occurrence of any “default”, as defined in any Loan Facility Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Facility Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.13 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 incurs or becomes subject to action or threatened action of any Governmental Authority, including, without limitation, a fine, penalty, cease and desist order or revocation, suspension or limitation of a License, the effect of which could reasonably be expected to have a Material Adverse Effect.
7.18 Any Loan Security 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 such Security Document, or any Security Document, once executed, 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectSecurity Document.
Appears in 2 contracts
Sources: Credit Agreement (Navigators Group Inc), Credit Agreement (Navigators Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Borrower, any Guarantor or any of its Guarantors their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any facility fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower or any Guarantor of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15 or (c) Section 6.7(c)6.16.
7.4 The breach by the Borrower or any Guarantor (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 Failure of the Borrower or any of its Subsidiaries or any Guarantor to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any $50,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any of its Subsidiaries or any 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the 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 Borrower or any of its Subsidiaries or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company corporate or partnership 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 the application, approval or consent of the Borrower or any of its Subsidiaries or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Subsidiaries or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the 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 sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries or any Guarantor which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries or any Guarantor shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect50,000,000, which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, .
7.10 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor 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 $5,000,000 pursuant to Section 430(k) other member of the Code or Section 302(c) Controlled Group as withdrawal liability (determined as of ERISA or Title IV the date of ERISAsuch notification), 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 a Material Adverse Effect or be reasonably likely to have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 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 such reorganization or termination shall have a Material Adverse Effect or be reasonably likely to have a Material Adverse Effect.
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.
7.12 7.15 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 period of grace therein provided.
7.13 Any Loan Document 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 by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guarantyof such obligations, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a partysuch Article XIII, or shall give notice to such effect.
Appears in 2 contracts
Sources: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five one (51) days of when Business Day after the same becomes due, or (iii) interest upon any Loan or of any commitment fee, LC Fee or other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, or (c) Section 6.7(c)6.19.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming Borrower becomes aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully to the extent not covered by insuranceindependent third-party insurance which has not been denied), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectmaterial liability.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: Omnibus Amendment (Plexus Corp), Credit Agreement (Plexus Corp)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, Extension or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially being false or misleading in any material respect on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fronting Fee, LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 or (c) Section 6.7(c)6.3, 6.7, 6.17, 6.18, 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 the Borrower (other than a breach which that constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which breach is not remedied within thirty (30) 30 days after the earlier of (ia) any Senior Officer becoming the Borrower becomes aware thereof or (b) the Borrower receives notice of any the same from Administrative Agent; provided, however, that if such breach and (ii) cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent notifying Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of any 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 Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or Indebtedness, the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event or condition, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor shall be of its Subsidiaries 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 Borrower or any Guarantor shall not of its Subsidiaries failure to pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor shall of its Subsidiaries (i) have has an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter 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 the Federal federal bankruptcy laws as now or hereafter in effect or effect, seeking to adjudicate it a bankrupt or insolvent, 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 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, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Borrower or any Guarantor of its Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of, of all or any portion of the Property of the Borrower and the Guarantors whichits Subsidiaries that, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor shall fail of its Subsidiaries fails within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than Dollars) or more in the aggregate (net in excess of amounts fully covered by insurance)any insurance coverage, or (ii) nonmonetary judgments or orders whichthat, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10. An ERISA Event shall have occurred occurs that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, any Loan, or any certificate or information delivered 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 as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note when due, or (iib) any Reimbursement Obligation, interest upon any Loan, Note or any Unused Fee commitment fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (aterms or provisions of Section 6.2, Section 6.3(a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).Sections 6.10 through 6.16 or Sections 6.18 ----------- -------------- -------------------------- ------------- through 6.22. ----
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of ----------- --- --- this Agreement which is not remedied within thirty twenty (3020) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the 7.5. The default by the Borrower or any Guarantor of its Subsidiaries (or, at any time the Borrower is a Subsidiary of Parent, by Parent) 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 Material agreement or agreements under which any Funded Indebtedness Agreement if 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 or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Funded Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Funded 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 ten percent (10%) or more of the Material such Funded Indebtedness of the Borrower Borrower, any of its Subsidiaries or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Significant Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Significant Subsidiaries or any Substantial Portion substantial portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower -------------- or any Guarantor of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary multiple judgments or orders which, individually or for the payment of an aggregate amount in the aggregate, would reasonably be expected to have a Material Adverse Effectexcess of $5,000,000), which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor faith and as to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentwhich no enforcement actions have been commenced.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.9. Any Change in Control shall occur.
7.12 7.10. The occurrence of any “"default”", as defined in any Loan Document (other than this AgreementAgreement or the Notes) or the breach of any of the terms or provisions of any Loan Document (other than this AgreementAgreement or the Notes), which default or breach continues beyond any period of grace therein provided.
7.13 7.11. Any Loan Document License of any Insurance Subsidiary (a) shall fail to remain in full force or effect 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 taken 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 insurance 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 Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, Governmental Authority or any Guarantor Insurance Subsidiary shall deny that it has become subject to any further liability under other directive or mandate issued by any Guaranty Governmental Authority in either case which could reasonably be expected to have a Material Adverse Effect and which it is a party, or shall give notice to such effectnot stayed within thirty (30) days.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, any Loan, or any certificate or information delivered 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 as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note when due, or (iib) any Reimbursement Obligation, interest upon any Loan, Note or any Unused Fee commitment fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, Section 6.3(a) or Sections 6.10 through 6.15 or Section 6.17 ----------- -------------- ------------- ---- ------------ through 6.21. ----
7.4. The breach by either of the Borrowers (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or ----------- --- --- provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the 7.5. The default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any Funded Indebtedness Agreement if aggregating in excess of $10,000,000 was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Funded Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Funded 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 ten percent (10%) or more of the Material such Funded Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Significant Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Significant Subsidiaries or any Substantial Portion substantial portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower -------------- or any Guarantor of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order for the payment of money in excess of $25,000,000 2,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary multiple judgments or orders which, individually or for the payment of an aggregate amount in the aggregate, would reasonably be expected to have a Material Adverse Effectexcess of $10,000,000), which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor faith and as to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentwhich no enforcement actions have been commenced.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.9. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information document delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Loan or of any Unused Fee fee or LC Fee within five (5) days of when due, or (iii) any other obligation payment obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, or (c) Section 6.7(c)6.16.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Debt aggregating in excess of principal or interest or any other material amount in respect of any $10,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueDebt”); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if Debt was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement Debt to cause ten percent (10%) or more of cause, such Material Indebtedness Debt 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 ten percent (10%) or more of the Material Indebtedness Debt of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, 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 $25,000,000 10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $10,000,000 or requires payments exceeding $10,000,000 per annum.
(a) With respect to a Plan, the 7.12 The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14 Any Change in Control shall occur.
7.12 7.15 The occurrence of representations and warranties set forth in Section 5.15 shall at 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 period of grace therein providedtime not be true and correct.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders Lenders, the Issuing Banks or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, Loan or any Unused Facility Fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or (c) Section 6.7(c)6.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier to occur of (i) written notice from the Agent or any Senior Officer becoming aware of any such breach and Lender to the Borrower or (ii) the Administrative Agent notifying the Borrower an Authorized Officer otherwise becoming aware of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist (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 default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall not pay, or shall 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 Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries (other than Project Finance Subsidiaries), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries (other than Project Finance Subsidiaries) which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall fail within thirty (30) 45 days to pay, obtain a stay with respect to, 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 amounts fully any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10. 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, would could reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: Five Year Revolving Credit Agreement (Union Electric Co), Revolving Credit Agreement (Union Electric Co)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made as of which made.
(a) Nonpayment of principal of any Loan when due, (b) nonpayment of any Reimbursement Obligation after the same becomes due, (c) nonpayment of interest upon any Loan or confirmed andany stated fees set forth herein or in the Fee Letters, with respect to in each case, within five (5) Business Days after the same become due and (d) nonpayment of other obligations under this Agreement or any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false Loan Documents within thirty (30) days after notice thereof by Administrative Agent to Borrowerthe same become due.
7.2 Nonpayment of (ia) principal The breach by the Borrower of any Loan when dueof the terms or provisions of Section 6.2, 6.3 or 6.16, (b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.1.2, 6.1.3, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee 6.1.8 which is not remedied within five (5) days of when due, Business Days after written notice thereof is given by the Agent or a Lender to the Borrower or (iiic) any other obligation under the breach by the Borrower of any of the Loan Documents within terms or provisions of Section 6.9, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 after the earlier of (i) five (5) days Business Days after written notice thereof is given by the Agent or a Lender to the Borrower and (which may include ii) the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach date an Authorized Officer becomes aware of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)such Default.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given by the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) Agent or a Lender to the Administrative Agent notifying the Borrower of any such breachBorrower.
7.5 (a) Failure of the Borrower or any Guarantor Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such ) any Material Indebtedness; or (b) the Borrower or any Subsidiary shall default (after giving effect to any applicable grace period) in the observance or performance of any material term, provision covenant or condition contained in any Material Indebtedness Agreement if the effect of which default is agreement relating to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of and, as 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 commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become duematurity.
7.6 The Borrower or any Guarantor of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty ninety (6090) consecutive days.
7.8 Any court, government A judgment or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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 court order for the payment of money in excess of $25,000,000 40,000,000 shall be rendered against the Borrower or any 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 (or the equivalent thereof in currencies other than Dollars45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate (net of amounts fully covered by insurance), reasonably be expected to result in a Material Adverse Effect or (ii) nonmonetary judgments or orders which, individually or any Reportable Event shall occur in the aggregate, would connection with any Plan that 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10 Any Change in Control shall occur.
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, pursuant to 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 $65,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 The occurrence of Borrower or any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any member of the terms Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or provisions is being terminated, within the meaning of any Loan Document 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 (other than this Agreement)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 default the reorganization or breach continues beyond any period of grace therein providedtermination occurs by an amount exceeding $65,000,000.
7.13 Any Loan Document shall fail to remain in full force or effect or any action shall be taken by any Guarantor to discontinue or the Borrower to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectLoan Document.
Appears in 2 contracts
Sources: Credit Agreement (OGE Enogex Partners L.P.), Credit Agreement (Oge Energy Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or Borrower, any of its Guarantors Subsidiaries, or any Authorized Officer thereof to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Loan or any Commitment Fee, LC Fee or other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth terms or provisions of Section 6.2, 6.10, 6.11, 6.15 (to the extent the relevant Lien secures indebtedness in (a) Section 6.19 (other than as provided in Section 6.19(d)excess of $5,000,000), (b) Section 6.2 or (c) Section 6.7(c)6.18, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.28, 6.29 and 6.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of 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 thirty (30) days after the earlier to occur of (ix) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying 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 Borrower or any Guarantor of its Subsidiaries 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 such greater subject to any applicable grace period as is provided with respect thereto, if any, set forth in the applicable Material Indebtedness AgreementAgreement evidencing such Material Indebtedness) which failure has not been (i) timely cured and (ii) waived in writing by the requisite holders of the date when duesuch Material Indebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if 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 default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would could reasonably be expected to have result in a Material Adverse EffectChange, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, faith or any action shall be legally taken otherwise not covered by a judgment creditor to attach creditworthy insurer or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentindemnitor.
(a) With respect to a Plan, the Borrower or 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would amount reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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 GuarantyChange, or any Guarantor Reportable Event shall deny that it has occur in connection with any further liability under any Guaranty to which it is a party, or shall give notice to such effectPlan.
Appears in 2 contracts
Sources: Credit Agreement (Headwaters Inc), Credit Agreement (Headwaters Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Loan or of any Unused Facility Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Sections 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or 6.18; or the breach by the Borrower of any of the terms or provisions of Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 6.1 which is not remedied within five Business Days after written notice from the Agent or (c) Section 6.7(c)any Lender.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any $5,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, 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 $25,000,000 5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when within two Business Days after the same becomes due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, nonpayment of interest upon any Loan within five Business Days after the same becomes due, or (ii) nonpayment of any Reimbursement Obligationfacility fee, interest upon any Loanutilization fees, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five Business Days after the Borrower’s receipt of the applicable invoice (5) days or, if invoiced before the due date, after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due).
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or (c) Section 6.7(c)6.18.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Management Obligation aggregating in excess of principal or interest or any other material amount in respect of any $15,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 15,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10. 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, would could reasonably be expected to have a Material Adverse Effect.
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 become subject to the required payment of a 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 result in a Material Adverse Effect.
7.11 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, or is in endangered or critical status within the meaning of Section 305 of ERISA, if as a result of such reorganization, termination, endangered status or critical status, 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, or in endangered or critical status 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, termination, endangered status or critical status occurs by an amount which could reasonably be expected to result in a Material Adverse Effect.
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.
7.14. Any Change in Control shall occur.
7.12 7.15. 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 period of grace therein provided.
7.13 7.16. Any Loan Document Guaranty required hereunder 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, or any Guarantor required to be a party to a Guaranty shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any such Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct.
Appears in 2 contracts
Sources: Credit Agreement (Lancaster Colony Corp), Credit Agreement (Lancaster Colony Corp)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors 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, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee commitment fee or LC Fee within five (5) days of when after the same becomes due, or (iii) or any other obligation under any of the Loan Documents within five ten (510) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in terms or provisions of Section 6.1 (a) Section 6.19 (other than as provided in Section 6.19(d)Financial Reporting), Section 6.2(a) (bConduct of Business), 6.4 (Financial Covenants), 6.7 (Use of Proceeds), 6.9 (Sanctions; Anti-Money Laundering Compliance), 6.10 (Liens), 6.11 (Merger), 6.12 (Secured Indebtedness), 6.13 (Guarantees and Other Contingent Obligations), 6.14 (Disposition of Property), 6.15 (Restricted Payments), 6.16 (Affiliates) Section 6.2 or 6.17 (c) Section 6.7(cInvestments).
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer 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 Borrower or any Guarantor to pay when due any payment beyond any applicable grace period (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen Indebtedness, (15ii) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition under this clause (ii) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; , or ten percent (10%iii) or more any portion of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor shall fail within thirty sixty (3060) 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 50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor to enforce any such judgment; provided, that this Section 7.9 shall not apply to any judgment for which the Borrower is fully insured (through insurance policies or self-insurance reserves).
(ai) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 50,000,000 pursuant to Section 430(k) of the Code or Section 302(c303(k) of ERISA or Title IV of ERISA, or (bii) 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, would could reasonably be expected to result in a Material Adverse Effectmaterial liability in excess of $50,000,000.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: Credit Agreement (Andersons, Inc.), Credit Agreement (Andersons, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when duedue or any payment under the Guaranty when required, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five one (51) days of when Business Day after the same becomes due, or (iii) interest upon any Loan or of any commitment fee, LC Fee or other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3, 6.4 (other than with respect to the last sentence thereof), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or 6.17.
7.4. The breach by the Borrower or any Guarantor (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying or any Lender notifies the Borrower of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Article VII Subsidiaries to pay when due any payment (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen (15) days (or such greater and the expiration of any applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when duewith respect thereto; or the default by the Borrower or any Guarantor of its Article VII Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event of default shall occur, the effect of which default or event is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more any portion of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Article VII 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 Borrower or any Guarantor of its Article VII Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 (excluding any dissolution or 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, 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 the application, approval or consent of the Borrower or any Guarantorof its Article VII Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Article VII Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Article VII Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor 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 $25,000,000 75,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.10. Any Change in Control shall occur.
7.12 The occurrence 7.11. Except in connection with the release of any “default”, as defined in any Loan Document (other than this Agreement) or Guarantor pursuant to the breach of any terms of the terms or provisions of Guaranty, any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.13 Any 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 2 contracts
Sources: 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 an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Borrower Company or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in any Loan Document, in connection with this Agreement, any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement any Loan Document or in any other certificate or information delivered in writing in connection with any Loan Document shall be materially false in any material respect on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of interest on any Reimbursement Obligation, interest upon Loan or of any Loan, any Unused Fee or LC Fee facility fee within five (5) days of when Business Days after written notice from the Administrative Agent that the same has become due, or (iii) nonpayment of any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is has become due.
7.3 The breach by any Borrower of any of the covenants set forth terms or provisions in (a) Section 6.19 (other than as provided in Section 6.19(d))Sections 6.2, (b) Section 6.2 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or (c) Section 6.7(c)6.18.
7.4 The breach by the any Borrower (or Guarantor of, or other than a breach which constitutes an Event of Default under another Section of this Article VII) of default by any Borrower or Guarantor under, 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 thirty (30) 30 days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Hedging Obligations aggregating in excess of principal or interest or any other material amount in respect of any $25,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) voluntarily have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect 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, 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and is reasonably likely to have a Material Adverse Effect.
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 One or more (i) judgments or orders for the payment of money in an aggregate amount in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully judgments covered by insurance)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 (ii) nonmonetary judgments or orders which, individually or in any combination thereof and the aggregate, would reasonably same shall remain undischarged for a period of 90 consecutive days during which execution shall not 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 faitheffectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor Subsidiary to enforce any such judgment.judgment which is not effectively stayed for a period of 30 consecutive days;
(a) With respect 7.10 Any member of the Controlled Group shall fail to a Plan, the Borrower pay when due an amount or an ERISA Affiliate is subject to a lien amounts aggregating in excess of $5,000,000 pursuant 25,000,000 which it shall have become liable to Section 430(k) of the Code or Section 302(c) of ERISA or pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $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 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 (b) an ERISA Event to cause a trustee to be appointed to administer any Material Plan; or a condition shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events exist that have occurred, would could reasonably be expected to result in PBGC obtaining a decree adjudicating that any Material Plan must be terminated.
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 Hazardous Substance, or any violation of any applicable Environmental Law, which, in either case, could reasonably be expected to have a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach Change 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 providedControl.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Diebold Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 6.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent M&I under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially prove to have been false on in any material respect as of the date time when made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowergiven.
7.2 6.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 6.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 terms or (c) Section 6.7(c)provisions of Sections 5.2 and 5.10 through and including 5.25.
7.4 6.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII6.1, 6.2 or 6.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.written notice from M&I.
7.5 6.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided $1,000,000 in the applicable Material Indebtedness Agreement) of the date aggregate when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any Indebtedness Agreement if in excess of $1,000,000 in the aggregate was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor of its Subsidiaries in excess of $1,000,000 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) prior to the stated maturity thereof; or the Borrower or any Guarantor of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 6.6. The Borrower or any Guarantor shall of its Subsidiaries shall: (ia) have an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, ; (iib) make take 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 the Federal federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, ; (ve) take any corporate, limited liability company or partnership corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 6.6 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.76.7.
7.7 6.7. Without the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv6.6(d) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty thirty (6030) consecutive days.
7.8 6.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 6.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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, 1,000,000 which judgment(s), in any such case, is/are is 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.
(a) With respect Any Reportable Event (as defined in ERISA) shall have occurred which constitutes grounds for the termination of any Plan by the PBGC or for the appointment of a trustee to a administer any Plan, or any Plan shall be terminated within the Borrower or an ERISA Affiliate is subject to a lien in excess meaning of $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or a trustee shall be appointed by the appropriate court to administer any Plan, or the PBGC shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, or the Borrower or any of its Subsidiaries or any trade or business which together with the Borrower or any of its Subsidiaries would be treated as a single employer under Section 4001 of ERISA shall withdraw in whole or in part from a multiemployer Plan; and (b) an ERISA Event the aggregate amount of the Borrower's or any Subsidiary's liability for all such occurrences, whether to a Plan, the PBGC or otherwise, may exceed $1,000,000, and such liability is not covered for the benefit of the Borrower or its Subsidiaries by insurance
6.11. The Borrower or any of its Subsidiaries shall have occurred thatbe the subject of any proceeding or investigation pertaining to the release by the Borrower 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 the opinion of the Required Lenderseither case, when taken together with all other ERISA Events that could have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 6.12. Any Change in Control shall occur.
7.12 6.13. Any conservator or receiver shall be appointed for the Borrower or any Banking Subsidiary under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as it may be amended or supplemented from time to time.
6.14. Any Banking Subsidiary shall cease to be insured under the Federal Deposit Insurance Act of 1959, as amended, or a cease and desist order shall be issued against the Borrower or any Subsidiary pursuant to 12 U.S.C. 1818(b) or (c) or any similar applicable provision of state law.
6.15. The occurrence Borrower or any Subsidiary shall enter into any Capital Commitment with any federal or state regulator or any such regulator shall require the Borrower or any Subsidiary to submit a capital maintenance or restoration plan or the Borrower or any Subsidiary shall cease to be in compliance with any such Capital Commitments or plans existing on the date of this Agreement.
6.16. The Borrower shall default in the payment of any “default”, as defined in Commercial Paper or shall breach any Loan Document (other than this Agreement) or the breach of any term of the terms or provisions of any Loan Document (other than this Commercial Paper Agreement), which default or breach continues beyond any period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence or continuance of any one or more of the following events on or after the date hereof shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Loan or of any Unused Fee fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents Document within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Article VI, Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)6.23.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due (after any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided period) any funded Indebtedness or amounts under any interest rate, fuel management or hedging agreement aggregating in the applicable excess of $1,000,000 ("Material Indebtedness Agreement) of the date when dueFinancial Obligation"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if Financial Obligation was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement Financial Obligation to cause ten percent (10%) or more of cause, such Material Indebtedness Financial Obligation 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 ten percent (10%) or more of the Material Indebtedness Financial Obligation of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve12-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum.
(a) With respect to a Plan, the 7.12. The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14. Any Change in Control shall occur.
7.12 7.15. 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Transit Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Transaction Document, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Transaction Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee commitment fee or LC Fee other Obligations within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) ten days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of any of Sections 6.2, (b) Section 6.2 or (c) Section 6.7(c)6.3, 6.4, 6.11, 6.13 through 6.18, inclusive, and 6.22.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of principal Indebtedness in excess of, singularly or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueaggregate, $5,000,000 ("Significant Indebtedness"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any such Significant Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Significant 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 ten percent (10%) or more of the Material such Significant Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect5,000,000, which judgment(s), in any such case, is/are is 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 or any action Reportable Event shall occur in connection with any Plan.
7.11. The Borrower or any of its Subsidiaries shall be legally taken the subject of any proceeding pertaining to the release by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce of its Subsidiaries of any such judgment.
(a) With respect to a Plantoxic or hazardous waste or substance into the environment, or any violation by the Borrower or an ERISA Affiliate is subject to a lien in excess any of $5,000,000 pursuant to Section 430(k) its Subsidiaries of the Code any federal, state or Section 302(c) of ERISA local environmental, health or Title IV of ERISAsafety law or regulation, or (b) an ERISA Event shall have occurred thatwhich, in the opinion either case, if adversely determined, could (after taking into account indemnification, insurance and other reimbursement obligations of the Required Lenders, when taken together with all other ERISA Events that have occurred, would responsible parties) reasonably be expected to result in have a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 7.12. The occurrence of any “"default”", as defined in any Loan Transaction Document (other than this Agreement) Agreement or the Notes), or the breach of any of the terms or provisions of any Loan Transaction Document (other than this AgreementAgreement or the Notes), which default or breach continues beyond any period of grace therein provided.
7.13 7.13. Any Loan 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 or the Subsidiary Guaranty 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 Collateral Document or the Subsidiary Guaranty, or the Borrower or any Guarantor Subsidiary shall deny that it has fail to comply with any further liability under of the terms or provisions of any Guaranty Collateral Document or the Subsidiary Guaranty.
(i) Any Authorization necessary for the ownership of any paging business of the Borrower or any of its Subsidiaries or essential for the Borrower's or any of its Subsidiaries' provision of Paging Services shall expire, and on or prior to which it is such expiration, the same shall not have been renewed or replaced by another Authorization authorizing substantially the same operations by the Borrower or any Subsidiary; or (ii) any Authorization necessary for the ownership of any paging business of the Borrower or any of its Subsidiaries or essential for the Borrower's or any of its Subsidiaries' provision of Paging Services shall be cancelled, revoked, terminated, rescinded, annulled, suspended or modified in a partymaterially adverse respect, or shall give notice no longer be in full force and effect, or the grant or the effectiveness thereof shall have been stayed, vacated, reversed or set aside, and such action shall be no longer subject to further administrative or judicial review (provided, however, that neither of the foregoing events described in clause (i) or (ii) of this Section 7.14 shall constitute a Default if such effectloss of any such Authorization could not reasonably be expected to have a Material Adverse Effect or to materially adversely affect the value of the Collateral).
7.15. Any Change in Control shall occur; or any 'Change of Control' under and as defined in any indenture or instrument evidencing or creating any Subordinated Indebtedness of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (Pronet Inc /De/)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with 45 this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee commitment fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 or (c) Section 6.7(c)6.11, 6.12, 6.14, 6.15, 6.16, 6.19, 6.20, and 6.21 hereof.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2, or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of principal or interest or any other material amount in respect of any Material "recourse" Indebtedness within fifteen (15) days (or such greater applicable grace period as i.e., Indebtedness which is provided in recoverable from the applicable Material Indebtedness Agreement) general assets of the date when dueBorrower and/or its Subsidiaries) which is outstanding in an aggregate amount of at least $5,000,000; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which such "recourse" Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to permit the holder(s) of cause such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material "recourse" 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 ten percent (10%) or more of the Material "recourse" Indebtedness of the Borrower or any Guarantor of its Subsidiaries (other than "recourse" Indebtedness which is "due on demand") 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries that has more than $10,000,000 of Total Tangible Assets shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantor, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Subsidiary that has more than $10,000,000 of Total Tangible Assets 46 or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion of their Property.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect5,000,000, which judgment(s), in any such case, is/are is 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $100,000 or requires payments exceeding $1,000,000 per annum.
(a) With respect to a Plan, the 7.12. The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 (btaken 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 ERISA Event shall have occurred thatamount exceeding $100,000.
7.13. Failure to remediate within the time period permitted by law or governmental order (or within a reasonable time give the nature of the problem if no specific time period has been given) material environmental problems related to Properties whose aggregate book values are in excess of $20,000,000 or where the estimated cost of remediation is in the aggregate in excess of $100,000, in the opinion of the Required Lenders, when taken together with each case after all other ERISA Events that administrative hearings and appeals have occurred, would reasonably be expected to result in a Material Adverse Effectbeen concluded.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of USI, the Borrower or any of its Guarantors Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Revolving Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Revolving Loan or any Commitment Fee, LC Fee, Fronting Fee or other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by (i) USI or the Borrower of any of the covenants set forth in terms or provisions of any of Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive, Sections 6.18 through 6.22, inclusive, or Section 6.24 through 6.25, inclusive, or (aii) any Loan Party of any of the terms or provisions of any of Section 6.19 4.1.1(i) (other than as provided in 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 6.19(d)7.3), 4.1.3 (bto the extent that the non-compliance therewith by such Loan Party would independently give rise to a Default under clause (i) of this Section 6.2 7.3) or clauses (i) or (cii) of Section 6.7(c)4.1.4 of the Security Agreement.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or 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 (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 earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying Lender to the Borrower of any other such breach.
7.5 7.5. Failure of USI, the Borrower or any Guarantor Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any); or the default by USI, provided the Borrower or any Subsidiary in such Material Indebtednessthe performance (beyond the applicable grace period with respect thereto, if any) of any material term, provision or condition contained in any agreement under which Material Indebtedness Agreement if (other than under a Receivables Purchase Facility) is outstanding, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement such agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of USI, the Borrower or any Guarantor 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 Borrower any Loan Party or any Guarantor Material Foreign Subsidiary shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower 7.6. Any Loan Party or any Guarantor Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower any Loan Party or any GuarantorMaterial Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower such Loan Party or any Guarantor such Material Foreign Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Loan Party or any Guarantor Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court7.8. USI, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor Subsidiary shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 50,000,000 (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 (a) stayed on appeal or otherwise being appropriately contested in good faith, faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under USI’s or any action shall be legally taken by a judgment creditor Subsidiary’s insurance policies; provided that, so long as after giving effect to attach or levy upon any assets payment in respect of the Borrower or any Guarantor to enforce any such judgment.
, (ax) With respect to the Available Aggregate Commitment shall be $100,000,000 or more and (y) the Leverage Ratio, calculated on a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 430(k) 6.1 (or, prior to the delivery of the Code first such financial statements, as of March 31, 2013) and after giving effect to any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall be less that 2.75 to 1.00, the rendering of any such judgment or order shall not constitute an Unmatured Default.
7.9. Any formal step is taken to terminate any Plan, other than a standard termination under Section 302(c4041(b) of ERISA or Title IV of ERISA, or (ba contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 303(k) an ERISA Event shall have occurred thatof ERISA, which events in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, aggregate would reasonably be expected to result in a Material Adverse Effectliability to USI or any other member of the Controlled Group in excess of $25,000,000.
7.11 7.10. Any Change in Control shall occur.
7.12 The occurrence of 7.11. USI or any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any member of the terms Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to 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 USI or provisions any other member of any Loan Document the Controlled Group as withdrawal liability (other than this Agreementdetermined as of the date of such notification), which default or breach continues beyond any period of grace therein providedexceeds $20,000,000.
7.13 7.12. USI 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 USI 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 $25,000,000.
7.13. [Reserved].
7.14. Any 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 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 Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be taken 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 Guarantor Subsidiary or any SPV to discontinue require the amortization or to assert liquidation of such Off-Balance Sheet Liabilities as a result of the invalidity or unenforceability non-payment of any GuarantyOff-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 any Guarantor (y) such investors shall deny that it has any further liability under any Guaranty require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) pursuant to which it is a partythe investors or purchasers shall replace USI or any 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 shall give notice to any SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such effectdate such amortization or liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (United Stationers Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Guarantor to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.19 or 6.22.
7.4. The Borrower or any Guarantor shall fail to observe or perform or otherwise breach (other than a failure or breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) fifteen days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor to pay when due any payment Indebtedness, Rate Hedging Obligation or Operating Lease Obligation aggregating in excess of principal or interest or any other material amount in respect of any $1,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueObligation"); or the default by the Borrower or any 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 Agreement if Obligation was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement Obligation to cause ten percent (10%) or more of cause, such Material Indebtedness Obligation 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 ten percent (10%) or more of the Material Indebtedness Obligation of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors or any Guarantor which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial PortionPortion and would have a Material Adverse Effect.
7.9 7.9. The Borrower or any Subsidiary Guarantor shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 the aggregate amount of all liabilities as a result of any Reportable Event in connection with any Plan shall exceed in the aggregate $1,000,000.
7.11. The Borrower or any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum.
(a) With respect 7.12. If the Borrower or any other member of the Controlled Group contributes to or is a sponsor of a Multiemployer Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 Subsidiary Guarantor shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary Guarantor or any other Person of any toxic or hazardous waste or substance into the environment, or (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 7.15. Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.16. 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 hereof or 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, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document.
7.17. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions") shall at any time not be true and correct.
7.18. The commitment to lend by the lenders under the Subordinated Debt Documents to Trianon or the commitment to lend by Trianon under the Subordinated Debt Documents to the Borrower shall be terminated, reduced or otherwise modified in any manner.
(I) THE ZENITH ACQUISITION SHALL BE UNWOUND, REVERSED OR OTHERWISE RESCINDED IN WHOLE OR IN ANY MATERIAL PART FOR ANY REASON, OR (II) THE BORROWER SHALL AGREE TO ANY MATERIAL AMENDMENT TO, OR WAIVER OF ANY MATERIAL RIGHTS UNDER, OR OTHERWISE CHANGE ANY MATERIAL TERMS OF, ANY OF THE ZENITH ACQUISITION DOCUMENT, IN A MANNER ADVERSE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES OR TO LENDERS WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT.
7.20. IF ANY PAYMENT BE MADE PURSUANT TO THE ESCROW AGREEMENT WOULD CAUSE A DEFAULT OR AN UNMATURED DEFAULT AS DETERMINED BY THE AGENT OR AS SHOWN BY THE COMPLIANCE CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 6.1(XI).
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, any Loan or any certificate or information delivered 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 as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note when due, or (iib) any Reimbursement Obligation, interest upon any Loan, Note or any Unused Fee commitment fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (aterms or provisions of SECTION 6.2, SECTION 6.3(a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)SECTIONS 6.10 through 6.16 or SECTIONS 6.18 through 6.22.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VIISECTIONS 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the 7.5. The default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any Funded Indebtedness Agreement if aggregating in excess of $10,000,000 ($20,000,000, or such 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 or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Funded Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Funded 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 ten percent (10%) or more of the Material such Funded Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Significant Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Significant Subsidiaries or any Substantial Portion substantial portion of their its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(d) shall be instituted against the Borrower or any Guarantor of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order for the payment of money in excess of $25,000,000 2,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary multiple judgments or orders which, individually or for the payment of an aggregate amount in the aggregate, would reasonably be expected to have a Material Adverse Effectexcess of $10,000,000), which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor faith and as to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentwhich no enforcement actions have been commenced.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.9. Any Change in Control shall occur.
7.12 7.10. The occurrence of any “"default”", as defined in any Loan Document (other than this AgreementAgreement or the Notes) or the breach of any of the terms or provisions of any Loan Document (other than this AgreementAgreement or the Notes), which default or breach continues beyond any period of grace therein provided.
7.13 7.11. Any Loan Document License of any Insurance Subsidiary (a) shall fail to remain in full force or effect 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 taken 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 insurance 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 Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, Governmental Authority or any Guarantor Insurance Subsidiary shall deny that it has become subject to any further liability under other directive or mandate issued by any Guaranty Governmental Authority in either case which could reasonably be expected to have a Material Adverse Effect and which it is a party, or shall give notice to such effect.not stayed within thirty (30) days. ARTICLE VIII
Appears in 1 contract
Sources: Credit Agreement (White Mountains Insurance Group LTD)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default a Default:
(each, an “Event of Default”):
7.1 a) Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 (b) Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 (c) The breach by Borrower of any of the covenants set forth in (a) terms or provisions of Article VI, Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.10, 6.11, 6.12, 6.13, 6.14, 6.22, or (c) Section 6.7(c)6.23.
7.4 (d) The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within five days after written notice from the Agent 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 (30) days after the earlier above provided written notice 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 (e) Failure of the Borrower or any of its Subsidiaries or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any of its Subsidiaries or any 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the 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 Borrower or any of its Subsidiaries or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The (f) Borrower or any of its Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any of its Subsidiaries, or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Subsidiaries or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.1(f)(iv) shall be instituted against the 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 sixty (60) 60 consecutive days.
7.8 (h) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries or any Guarantor which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower (i) Borrower, Parent or any Guarantor of their Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) final judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action Reportable Event shall be legally taken occur in connection with any Plan.
(k) Nonpayment by a judgment creditor to attach Borrower, Parent or levy upon any assets Subsidiary of any Rate Management Obligation when due or the breach by Borrower or any Guarantor to enforce Subsidiary of any such judgmentterm, 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.
(al) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 (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.
(p) 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 period of grace therein provided.
7.13 (q) Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
(r) 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, or Borrower shall fail to comply with any of the terms or provisions of any 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
Sources: Credit Agreement (Clark Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made by the Company or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, and shall have failed to cure not be remedied within three Business Days after written notice from the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to BorrowerAgent.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) nonpayment of interest on any Loan or of any facility fee, LC Fee or any other obligation payment obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes 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 covenants set forth in (a) Section 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 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)which is not remedied within three Business Days after written notice from the Agent.
7.4 The breach by the any Borrower or any Guarantor (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 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 thirty (30) 15 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment of principal Indebtedness or interest or any other material Swap Agreement Obligations (valued by reference to the amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueNet ▇▇▇▇-to-Market Exposure) aggregating in excess of $25,000,000 (“Material Indebtedness”); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if 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(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolventinsolvent 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and could reasonably be expected to have a Material Adverse Effect.
7.9 The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 90 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect25,000,000, which judgment(s), in any such case, is/are is not stayed on appeal 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 otherwise being appropriately contested amounts aggregating in good faithexcess 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 legally taken by a judgment creditor to attach discontinue or levy upon assert the invalidity or unenforceability of any assets of the Borrower Guaranty or any Guarantor denies that it has any further liability under any Guaranty to enforce any which it is a party, or gives notice to such judgmenteffect.
7.13 Any Collateral Document shall for any reason (a) With respect to a Plan, other than solely as the Borrower result of an act or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) omission of the Code Agent or Section 302(ca Lender) 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 ERISA this Agreement or Title IV any Collateral Document, or, due to any action by the Company or any of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of its Subsidiaries not consented to by the Required Lenders, 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 occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any Guarantor of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any GuarantyCollateral Document, or the Company or any Guarantor shall deny that it has fail to comply with any further liability under of the terms or provisions of any Guaranty to which it is a party, or shall give notice to such effectCollateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be prove to have been materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within three Business Days after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The material breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Article VI Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 or (c) Section 6.7(c)6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30,or 6.31.
7.4 7.4. The material breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness (other than the Obligation) aggregating in excess of principal or interest or any other material amount in respect of any $1,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal federal bankruptcy laws Laws as 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 the Federal federal bankruptcy laws Laws as now or hereafter in 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 Law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Guarantor, the Borrower and the Guarantors their Subsidiaries which, when taken together with all other Property of the Guarantor, the Borrower and the Guarantors 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 action occurs, constitutes a Substantial PortionPortion unless Outstanding Credit Exposure is contemporaneously reduced by the Release Price determined in connection therewith by the Required Lenders.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $100,000 or requires payments exceeding $100,000 per annum.
(a) With respect to 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 Borrower or an ERISA Affiliate is subject to a lien in excess meaning of $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or 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 (bii) an ERISA Event shall have occurred thatviolate any Applicable Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14. Any Change in Control shall occur.
7.12 7.15. 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower REIT or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (ia) principal of any Loan or any Reimbursement Obligation when due, due or (iib) any Reimbursement Obligation, interest upon any Loan, any Unused Facility Fee or LC Fee within five (5) days of when dueFee, or (iii) any other obligation under any of the Loan Documents within five three (53) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 (a) The breach by the REIT or any of its Subsidiaries of any of the covenants set forth in terms or provisions of Section 6.2, 6.3(a), 6.4(b)(i) (asolely with respect to the REIT, any other Parent Guarantor or the Borrower), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or 6.19; or (b) the breach by the REIT or any of its Subsidiaries of Section 6.19 6.4(b)(i) (solely with respect to any Loan Party (other than as provided in the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.19(d)), 6.1 which is not remedied within ten (b10) Section 6.2 or Business Days after the earlier of (ci) Section 6.7(c)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 the Borrower REIT or any of its Subsidiaries (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (ia) any Senior Authorized Officer becoming aware of any such breach and (iib) the Administrative Agent notifying the Borrower of any such breach.
7.5 (a) Failure of the Borrower REIT or any Guarantor of its Subsidiaries to pay when due (after giving effect to all grace periods) any payment (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen Indebtedness, (15b) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower REIT or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition under this clause (b) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; , or ten percent (10%c) or more any portion of the Material Indebtedness of the Borrower REIT or any Guarantor 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 Borrower Borrower, any Eligible Property Entity or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor Material Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any 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 the application, approval or consent of the Borrower REIT, the Borrower, any Eligible Property Entity or any GuarantorMaterial Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower REIT, the Borrower, any Eligible Property Entity or any Guarantor Material Subsidiary or any Substantial Portion of their Propertyits Properties, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower REIT, the Borrower, any Eligible Property Entity or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors REIT or any of its Subsidiaries which, when taken together with all other Property of the REIT, the Borrower and the Guarantors 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 action occurs, constitutes a Substantial 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 7.9. One or more (ia) judgments or orders for the payment of money in excess of $25,000,000 100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (iib) nonmonetary judgments or orders which, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal shall remain unstayed, undischarged, undismissed, unvacated or otherwise being appropriately contested in good faith, or any action shall be legally taken by unsatisfied for a judgment creditor to attach or levy upon any assets period of the Borrower or any Guarantor to enforce any such judgmentthirty (30) consecutive days.
(a) With respect to a Plan, the REIT, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 100,000,000 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, that when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 7.11. Any Change in of Control shall occur.
7.12 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 period of grace therein provided.
7.13 7.12. Any 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 by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Nonpayment of any principal payment on any Note when due.
7.2 Nonpayment of interest upon any Note or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.
7.3 The breach of any of the terms or provisions of Sections 6.2 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 Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.5 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.6 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due (A) any payment Recourse Indebtedness in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided $25,000,000 in the applicable Material Indebtedness Agreementaggregate or (B) any Indebtedness, whether or not Recourse Indebtedness, in excess of $50,000,000 in the date when dueaggregate; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity agreement, or any commitment to lend under other event shall occur or condition exist, which causes or permits (A) any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Recourse Indebtedness of the Borrower or any Guarantor shall be declared of its Subsidiaries 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; or 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 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 Guarantor shall not payAssignor, any other direct or indirect owner of a Subject Property, or shall admit in writing its inability to payany Subject Property Owner, its debts generally as they become due.
7.6 The Borrower or any Guarantor other Subsidiary having more than $20,000,000 of Equity Value, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantor, a 7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, any Assignor, any other direct or indirect owner of a Subject Property, or any Guarantor Subject Property Owner, or any Subsidiary having more than $20,000,000 of Equity Value, or for any Substantial Portion of their 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 Borrower or any Guarantor such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty ninety (6090) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty sixty (3060) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) any judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies an amount which, when added to all other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders whichoutstanding against Borrower, individually any Subsidiary, the Collateral or any of the Subject Properties would exceed $20,000,000 in the aggregate, would reasonably be expected to which have a Material Adverse Effect, which judgment(s), in any such case, is/are not been stayed on appeal or otherwise being appropriately contested in good faith, .
7.10 The Borrower or any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum.
(a) With respect to a Plan, the 7.11 The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or Title IV of ERISA, if as a result of such reorganization or (b) an ERISA Event shall have occurred that, in termination the opinion aggregate annual contributions of the Required Lenders, when Borrower and the other members of the Controlled Group (taken together with as a whole) to all other ERISA Events that Multiemployer Plans which are then in reorganization or being terminated have occurred, would reasonably been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effect.
7.11 Any Change in Control shall occurwhich the reorganization or termination occurs by an amount exceeding $500,000.
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 light of the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower or any of its Subsidiaries or Investment Affiliates if the estimated costs of remediation at all such Properties in the aggregate exceed $20,000,000.
7.13 The occurrence of any “default”, 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)Document, which default or breach continues beyond any period of grace therein provided.
7.13 Any 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 7.14 The occurrence of any Guaranty, or any Guarantor Material Adverse Effect.
7.15 There shall deny that it has any further liability occur a “Default” under any Guaranty to which it is a party, or shall give notice to such effectand as defined in the Unsecured Credit Agreement.
Appears in 1 contract
Sources: Secured Term Loan Agreement (Developers Diversified Realty Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee facility fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.
7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3, 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 6.20 which is not remedied within 10 days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is dueor any Lender.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of Indebtedness (other than the Obligations) in an aggregate principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date exceeding $2,000,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any Indebtedness Agreement if (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 default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Domestic Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 substantial part of its Propertyproperty, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Domestic Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Domestic Subsidiaries or any Substantial Portion substantial part of their Propertyits property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Domestic Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (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 condemn, seize or otherwise appropriate, or take custody or control of, of all or any substantial portion of the Property property of the Borrower and the Guarantors which, when taken together with all other Property or any of the Borrower and 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 action occurs, constitutes a Substantial Portionits Subsidiaries.
7.9 7.10. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect1,000,000, which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, .
7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000; or any action Reportable Event shall be legally taken by a judgment creditor to attach occur in connection with any Plan; or levy upon any assets of the Borrower or any Guarantor other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to enforce any such judgment.
(a) With respect Multiemployer Plan in an amount which, when aggregated with all Unfunded Liabilities of all Single Employer Plans and all other amounts required to a Plan, be paid to Multiemployer Plans by the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group as withdrawal liability, exceeds $10,000,000.
7.12. Any court, government or Section 302(cgovernmental agency shall find or hold, or formally notify the Borrower or any Subsidiary, that the Borrower or any Subsidiary (i) of ERISA has violated any federal, state or Title IV of ERISAlocal environmental, health or safety law or regulation, or (bii) an ERISA Event shall have occurred thatbears 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 the opinion of the Required Lendersany manner in connection with any such release; and such finding, when taken together with all other ERISA Events that have occurred, would holding or notification could reasonably be expected (taking into account the expected outcome of any legal appeals available to result in 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.
7.11 7.13. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Aar Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of USI, the Borrower or any of its Guarantors Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Revolving Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Revolving Loan or any Commitment Fee, LC Fee, Fronting Fee or other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by (i) USI or the Borrower of any of the covenants set forth in terms or provisions of any of Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive, Sections 6.18 through 6.22, inclusive, or Section 6.24 through 6.25, inclusive, or (aii) any Loan Party of any of the terms or provisions of any of Section 6.19 4.1.1(i) (other than as provided in 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 6.19(d)7.3), 4.1.3 (bto the extent that the non-compliance therewith by such Loan Party would independently give rise to a Default under clause (i) of this Section 6.2 7.3) or clauses (i) or (cii) of Section 6.7(c)4.1.4 of the Security Agreement.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or 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 (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 earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying Lender to the Borrower of any other such breach.
7.5 7.5. Failure of USI, the Borrower or any Guarantor Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any); or the default by USI, provided the Borrower or any Subsidiary in such Material Indebtednessthe performance (beyond the applicable grace period with respect thereto, if any) of any material term, provision or condition contained in any agreement under which Material Indebtedness Agreement if (other than under a Receivables Purchase Facility) is outstanding, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement such agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of USI, the Borrower or any Guarantor 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 Borrower any Loan Party or any Guarantor Material Foreign Subsidiary shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower 7.6. Any Loan Party or any Guarantor Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower any Loan Party or any GuarantorMaterial Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower such Loan Party or any Guarantor such Material Foreign Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Loan Party or any Guarantor Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court7.8. USI, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor Subsidiary shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 50,000,000 (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 (a) stayed on appeal or otherwise being appropriately contested in good faith, faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under USI’s or any action shall be legally taken by a judgment creditor Subsidiary’s insurance policies; provided that, so long as after giving effect to attach or levy upon any assets payment in respect of the Borrower or any Guarantor to enforce any such judgment.
, (ax) With respect to the Available Aggregate Commitment shall be $100,000,000 or more and (y) the Leverage Ratio (calculated on a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 430(k6.1 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 the Code any such judgment or order shall not constitute an Unmatured Default.
7.9. Any formal step is taken to terminate any Plan, other than a standard termination under Section 302(c4041(b) of ERISA or Title IV of ERISA, or (ba contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 303(k) an ERISA Event shall have occurred thatof ERISA, which events in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, aggregate would reasonably be expected to result in a Material Adverse Effectliability to USI or any other member of the Controlled Group in excess of $25,000,000.
7.11 7.10. Any Change in Control shall occur.
7.12 The occurrence of 7.11. USI or any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any member of the terms Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to 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 USI or provisions any other member of any Loan Document the Controlled Group as withdrawal liability (other than this Agreementdetermined as of the date of such notification), which default or breach continues beyond any period of grace therein providedexceeds $20,000,000.
7.13 7.12. USI 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 USI 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 $25,000,000.
7.13. [Reserved].
7.14. Any 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 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 Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be taken 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 Guarantor Subsidiary or any SPV to discontinue require the amortization or to assert liquidation of such Off-Balance Sheet Liabilities as a result of the invalidity or unenforceability non-payment of any GuarantyOff-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 any Guarantor (y) such investors shall deny that it has any further liability under any Guaranty require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) pursuant to which it is a partythe investors or purchasers shall replace USI or any 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 shall give notice to any SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such effectdate such amortization or liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made by the Company or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, and shall have failed to cure not be remedied within three Business Days after written notice from the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to BorrowerAgent.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) nonpayment of interest on any Loan or of any facility fee, LC Fee or any other obligation payment obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes due (unless such Loan has been rolled over as provided in this Agreement).
7.3 The breach by any Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15 or (c) Section 6.7(c)6.16 which is not remedied within three Business Days after written notice from the Agent.
7.4 The breach by the any Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 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 thirty (30) 30 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment of principal Indebtedness or interest or any other material Rate Hedging Obligations (valued by reference to the amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueNet ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 ("Material Indebtedness"); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if 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(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolventinsolvent 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and is reasonably likely to have a Material Adverse Effect.
7.9 The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 90 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect15,000,000, which judgment(s), in any such case, is/are is 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 appeal.
7.10 Any member of the Borrower Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or any Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien amounts aggregating in excess of $5,000,000 pursuant 1,000,000 which it shall have become liable to Section 430(k) of the Code or Section 302(c) of ERISA or 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 (bto 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) an ERISA Event shall have occurred thatof ERISA, in the opinion with respect to, one or more Multiemployer Plans which causes one or more members of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected Controlled Group to result incur a current payment obligation in a Material Adverse Effectexcess of $1,000,000.
7.11 Any Change in Control shall occur.
7.12 The occurrence of any “default”, as defined Change 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 period of grace therein providedControl.
7.13 7.12 Any Loan Document Guaranty 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 shall deny denies that it has any further liability under any Guaranty to which it is a party, or shall give gives notice to such effect.
Appears in 1 contract
Sources: Loan Agreement (Kelly Services Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 8.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders Lenders, the Swing Line Lender, the LC Issuer or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement Agreement, any Credit Extension or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 8.2. Nonpayment of (i) principal of any Loan or Reimbursement Obligation when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any LoanLoan or of any facility fee, any Unused Fee letter of credit fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 8.3. The breach by the Borrower of any of the covenants set forth in terms or provisions of Section 7.2 (a) Section 6.19 (other than only as provided in Section 6.19(d)to the last sentence thereof), (b) Section 6.2 7.3, 7.10, 7.11, 7.12, 7.13, ----------- --- ---- ---- ---- ---- 7.14, 7.16, 7.17, or (c) Section 6.7(c).7.20. ---- ---- ---- ----
7.4 8.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VIIVIII) of any of the terms or ------------ provisions of this Agreement which is not remedied within thirty (30) fifteen days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 8.5. Failure of the Borrower or any Guarantor of its Consolidated Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen $10,000,000 (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due"MATERIAL INDEBTEDNESS"); or the default by the Borrower or any Guarantor of its Consolidated Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Consolidated Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 8.6. The Borrower or any Guarantor of its Consolidated Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws or other applicable bankruptcy laws as 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 the Federal bankruptcy laws or other applicable bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Consolidated Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Consolidated Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv8.6(iv) shall be instituted against the Borrower or any Guarantor of --------------- its Consolidated Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 8.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Consolidated Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 8.9. The Borrower or any Guarantor of its Consolidated Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order for the payment of money in excess of $25,000,000 5,000,000, which is not stayed on appeal.
8.10. The sum of (or a) the equivalent thereof in currencies other than DollarsUnfunded 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 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 (net determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum.
8.12. 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 fully covered 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 insurance)an amount exceeding $1,000,000.
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) nonmonetary judgments or orders violate any Environmental Law, which, individually or in the aggregatecase of an event described in clause (i) or ---------- clause (ii), would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 8.14. Any Change in Control shall occur.
7.12 8.15. 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 period of grace therein provided.
7.13 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 the Subsidiary Guaranty, or any Subsidiary Guarantor 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 the Subsidiary Guaranty, or shall give notice to such effect.
8.17. Any Loan of the following shall occur: (i) 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, (ii) any Collateral Document shall fail to remain in full force or effect or effect, (iii) any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any GuarantyCollateral Document, or (iv) the Borrower or any Guarantor of its Subsidiaries shall deny that it has fail to comply with any further liability under of the terms or provisions of any Guaranty to which it is Collateral Document, and, in the case of clauses (i), (ii) and (iv), such occurrence shall continue for a party, period of 60 days after the earlier of the Borrower's knowledge thereof or shall give the Borrower received notice to such effectthereof from the Agent or any Lender.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when duedue or any payment under the Guaranty when required, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five one (51) days of when Business Day after the same becomes due, or (iii) interest upon any Loan or of any commitment fee, LC Fee or other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3, 6.4 (other than with respect to the last sentence thereof), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or 6.17.
7.4. The breach by the Borrower or any Guarantor (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying or any Lender notifies the Borrower of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Article VII Subsidiaries to pay when due any payment (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen (15) days (or such greater and the expiration of any applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when duewith respect thereto; or the default by the Borrower or any Guarantor of its Article VII Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event of default shall occur, the effect of which default or event is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more any portion of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Article VII 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 Borrower or any Guarantor of its Article VII Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 (excluding any dissolution or 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, 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 the application, approval or consent of the Borrower or any Guarantorof its Article VII Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Article VII Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Article VII Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor 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 $25,000,000 50,000,00075,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.10. Any Change in Control shall occur.
7.12 The occurrence 7.11. Except in connection with the release of any “default”, as defined in any Loan Document (other than this Agreement) or Guarantor pursuant to the breach of any terms of the terms or provisions of Guaranty, any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.13 Any 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, any Loan, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan when due, or (iib) any Reimbursement Obligation, interest upon any LoanLoan or any facility fee, any Unused Fee utilization fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (aterms or provisions of SECTION 6.2, SECTION 6.3(a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)SECTIONS 6.10 through 6.18.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VIISECTION 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date $25,000,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any such Indebtedness Agreement if was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material such Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(d) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "CONDEMNATION"), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 multiple judgments or orders which, individually or for the payment of an aggregate amount in the aggregate, would reasonably be expected to have a Material Adverse Effectexcess of $50,000,000), which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor faith and as to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentwhich no enforcement actions have been commenced.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10. Any Change in Control shall occur.
7.12 7.11. The occurrence Unfunded Liabilities of any “default”, as defined all Single Employer Plans shall exceed in any Loan Document the aggregate twenty percent (other than this Agreement20%) 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.
7.13 Any Loan Document shall fail to remain in full force or effect Total Plan Liability for all Single Employer Plans or any action Termination Event shall occur in connection with any Plan which could reasonably be taken by any Guarantor expected to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is have a party, or shall give notice to such effectMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Aon Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any facility fee, any Unused utilization fee, LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in terms or provisions of (ax) Sections 6.7, 6.9(vi)(a), 6.10, 6.12, or 6.13; or (y) Section 6.19 6.11 and, solely with respect to this clause (other than as provided in Section 6.19(d)y), (b) Section 6.2 or (c) Section 6.7(c)the continuance of such breach for five Business Days.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower or any Guarantor Subsidiary to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any $10,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower or any Guarantor Subsidiary 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor such Significant Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor Subsidiary shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any action shall Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be legally taken by expected to have a judgment creditor Material Adverse Effect.
(a) Except as disclosed in the Disclosure Documents or on Schedule 7.11, the Borrower or any ERISA Affiliate incurs any liability to attach the PBGC (other than liability for premium payments which are paid when due) or levy upon a Benefit Plan pursuant to Title IV of ERISA or the Borrower or any assets ERISA Affiliate incurs, or receives notice of, any withdrawal liability pursuant to Title IV of ERISA to, or from, a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such withdrawal liability) in excess of $10,000,000; or (b) except as disclosed in the Disclosure Documents or on Schedule 7.11, any of the following events occur with respect to any Benefit Plan of the Borrower or any Guarantor ERISA Affiliate: (i) a Reportable Event, (ii) the failure to enforce make a required installment or other payment (within the meaning of section 302(f) of ERISA), (iii) the appointment of a trustee to administer any such judgment.
(a) With respect to a Benefit Plan, (iv) at any time after June 23, 2004, the Borrower or an ERISA Affiliate is subject to a lien PBGC takes any action in excess of $5,000,000 pursuant to Section 430(k) furtherance of the Code or Section 302(c) termination of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of any such Benefit Plan and the Required Lenders, when taken together with all other ERISA Events Lenders reasonably determine that have occurred, such event would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence , (v) the implementation by the Borrower or any ERISA Affiliate of any “default”steps to terminate any such Benefit Plan, as defined in any Loan Document or (other than this Agreementvi) or the breach receipt of any of notice by the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.13 Any Loan Document shall fail to remain in full force or effect Borrower or any action shall be taken by ERISA Affiliate that any Guarantor to discontinue Multiemployer Benefit Plan is in reorganization or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectinsolvent.
Appears in 1 contract
Sources: Credit Agreement (Portland General Electric Co /Or/)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Parent, Borrower or any of its Guarantors Borrower's Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) any interest or principal on the Loan, or nonpayment of any Loan when due, commitment fee or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation 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 five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Parent or Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or (c) Section 6.7(c)6.19.
7.4 7.4. The breach by the Parent or Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Parent, Borrower or any Guarantor of Borrower's Subsidiaries to pay when due any payment Indebtedness to any Person other than the Lenders aggregating in excess of principal or interest or any other material amount in respect of any $2,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Parent, Borrower or any Guarantor of Borrower's Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Parent, Borrower or any Guarantor of Borrower's 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 Parent, Borrower or any Guarantor of Borrower's Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Parent, Borrower or any Guarantorof Borrower's Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Parent, Borrower or any Guarantor of Borrower's Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Parent, Borrower or any Guarantor of Borrower's Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent, Borrower and the Guarantors Borrower's Subsidiaries which, when taken together with all other Property of the Parent, Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Parent, Borrower or any Guarantor of Borrower's Subsidiaries shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10. Any Change in Control shall occur.
7.12 The occurrence of 7.11. Any Collateral Document shall for any “default”, as defined reason fail to create a valid and perfected first priority security interest in any Loan Document (other than this Agreement) or the breach of any Substantial Portion of the Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or provisions of any Loan Document (other than this Agreement)Collateral Document, which default or breach continues beyond any period of grace therein provided.
7.13 Any Loan Collateral 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectCollateral Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Facility Document, any Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Facility Document shall be materially false in any material respect on the date as of which made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 Nonpayment of (ia) any principal of any Loan Reimbursement Obligation when due, or (iib) any Reimbursement Obligationinterest, interest upon any LoanUnused Fee, any Unused Letter of Credit Fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Facility Documents within five (5) days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is dueor any Lender.
7.3 The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 2.8, (b) Section 6.2 6.2, 6.3, Sections 6.10 through 6.13, Sections 6.15 through 6.20 or (c) Section 6.7(c)Sections 6.22 through 6.23.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VIISections 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days (or in the case of Section 6.14, ten (10) days) after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) Borrower has knowledge thereof or written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date $2,500,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any such Indebtedness Agreement if was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material such Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor of its Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty thirty (6030) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (ia) final, nonappealable judgments or orders for the payment of money in excess of $25,000,000 2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (iib) final, nonappealable nonmonetary judgments or orders which, individually or in the aggregate, would 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $2,500,000.
(a) With respect to a Plan, the 7.12 The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (a) or (b), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14 Any Change in Control shall occur.
7.12 7.15 The occurrence of any “default”, as defined in any Loan Facility Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Facility Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.13 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 incurs or becomes subject to action or threatened action of any Governmental Authority, including, without limitation, a fine, penalty, cease and desist order or revocation, suspension or limitation of a License, the effect of which could reasonably be expected to have a Material Adverse Effect.
7.18 Any Loan Security 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 such Security Document, or any Facility Document, once executed, 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, Facility Document.
7.19 Lloyd’s shall draw under a Letter of Credit except as permitted by the terms of the Lloyd’s Comfort Letter or any Guarantor Lloyd’s shall deny advise that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectwill not abide by the terms of the Lloyd’s Comfort Letter.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee commitment fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) Borrowing Days after the same becomes due.
7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3, 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 6.20 which is not remedied within 10 days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is dueor any Lender.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of Indebtedness (other than the Obligations) in an aggregate principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date exceeding $2,000,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any Indebtedness Agreement if (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 default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Domestic Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 substantial part of its Propertyproperty, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Domestic Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Domestic Subsidiaries or any Substantial Portion substantial part of their Propertyits property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Domestic Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (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 condemn, seize or otherwise appropriate, or take custody or control of, of all or any substantial portion of the Property property of the Borrower and the Guarantors which, when taken together with all other Property or any of the Borrower and 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 action occurs, constitutes a Substantial Portionits Subsidiaries.
7.9 7.10. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect1,000,000, which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, .
7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000; or any action Reportable Event shall be legally taken by a judgment creditor to attach occur in connection with any Plan; or levy upon any assets of the Borrower or any Guarantor other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to enforce any such judgment.
(a) With respect Multiemployer Plan in an amount which, when aggregated with all Unfunded Liabilities of all Single Employer Plans and all other amounts required to a Plan, be paid to Multiemployer Plans by the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group as withdrawal liability, exceeds $10,000,000.
7.12. Any court, government or Section 302(cgovernmental agency shall find or hold, or formally notify the Borrower or any Subsidiary, that the Borrower or any Subsidiary (i) of ERISA has violated any federal, state or Title IV of ERISAlocal environmental, health or safety law or regulation, or (bii) an ERISA Event shall have occurred thatbears responsibility for any removal or remedial or similar action in connection with the release by the Borrower or any other Person of any any toxic or hazardous waste or substance into the environment, or is otherwise liable in the opinion of the Required Lendersany manner in connection with any such release; and such finding, when taken together with all other ERISA Events that have occurred, would holding or notification could reasonably be expected (taking into account the expected outcome of any legal appeals available to result in 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.
7.11 7.13. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Aar Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20 or 6.21.
7.4. The breach by the Borrower (i) of Section 6.1 which is not remedied within ten days after the occurrence of such breach or (ii) (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier occurrence 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 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 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 Guarantor 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 shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 $25,000,000, or any action 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 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.12. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.13. 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.
7.14. Any Change in Control shall occur.
Appears in 1 contract
Sources: Credit Agreement (Actuant Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be prove to have been materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within three Business Days after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The material breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, or (c) Section 6.7(c)6.29.
7.4 7.4. The material breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness (other than the Obligations) aggregating in excess of principal or interest or any other material amount in respect of any $1,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal federal bankruptcy laws Laws as 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 the Federal federal bankruptcy laws Laws as now or hereafter in 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 Law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent, the Borrower and the Guarantors their Subsidiaries which, when taken together with all other Property of the Parent, the Borrower and the Guarantors 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 action occurs, constitutes a Substantial PortionPortion unless Outstanding Credit Exposure is contemporaneously reduced by the Release Price determined in connection therewith by the Required Lenders.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 2,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum.
(a) With respect to 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 Borrower or an ERISA Affiliate is subject to a lien in excess meaning of $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or 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 (bii) an ERISA Event shall have occurred thatviolate any Applicable Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14. Any Change in Control shall occur.
7.12 7.15. 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Borrower Company or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in any Loan Document, in connection with this Agreement, any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement any Loan Document or in any other certificate or information delivered in writing in connection with any Loan Document shall be materially false in any material respect on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of interest on any Reimbursement Obligation, interest upon Loan or of any Loan, any Unused Fee or LC Fee facility fee within five (5) days of when Business Days after written notice from the Administrative Agent that the same has become due, or (iii) nonpayment of any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is has become due.
7.3 The breach by any Borrower of any of the covenants set forth terms or provisions in (a) Section Sections 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)6.20.
7.4 The breach by the any Borrower (or Guarantor of, or other than a breach which constitutes an Event of Default under another Section of this Article VII) of default by any Borrower or Guarantor under, 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 thirty (30) 30 days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Hedging Obligations aggregating in excess of principal or interest or any other material amount in respect of any $25,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) voluntarily have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect 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, 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and is reasonably likely to have a Material Adverse Effect.
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 One or more (i) judgments or orders for the payment of money in an aggregate amount in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully judgments covered by insurance)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 (ii) nonmonetary judgments or orders which, individually or in any combination thereof and the aggregate, would reasonably same shall remain undischarged for a period of 90 consecutive days during which execution shall not 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 faitheffectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor Subsidiary to enforce any such judgment.judgment which is not effectively stayed for a period of 30 consecutive days;
(a) With respect 7.10 Any member of the Controlled Group shall fail to a Plan, the Borrower pay when due an amount or an ERISA Affiliate is subject to a lien amounts aggregating in excess of $5,000,000 pursuant 25,000,000 which it shall have become liable to Section 430(k) of the Code or Section 302(c) of ERISA or pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $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 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 (b) an ERISA Event to cause a trustee to be appointed to administer any Material Plan; or a condition shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events exist that have occurred, would could reasonably be expected to result in PBGC 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 one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $25,000,000.
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 Hazardous Substance, or any violation of any applicable Environmental Law, which, in either case, could reasonably be expected to have a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach Change 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 providedControl.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Diebold Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made by the Company or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, and shall have failed to cure not be remedied within three Business Days after written notice from the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to BorrowerAgent.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) nonpayment of interest on any Loan or of any facility fee, LC Fee or any other obligation payment obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes due (unless such Loan has been rolled over as provided in this Agreement).
7.3 The breach by any Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14 or (c) Section 6.7(c)6.15 which is not remedied within three Business Days after written notice from the Agent.
7.4 The breach by the any Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 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 thirty (30) 30 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment of principal Indebtedness or interest or any other material Rate Hedging Obligations (valued by reference to the amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueNet ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if 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(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolventinsolvent 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and could reasonably be expected to have a Material Adverse Effect.
7.9 The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 90 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect15,000,000, which judgment(s), in any such case, is/are is 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 appeal.
7.10 Any member of the Borrower Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or any Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien amounts aggregating in excess of $5,000,000 pursuant 1,000,000 which it shall have become liable to Section 430(k) of the Code or Section 302(c) of ERISA or 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 (bto 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) an ERISA Event shall have occurred thatof ERISA, in the opinion with respect to, one or more Multiemployer Plans which causes one or more members of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected Controlled Group to result incur a current payment obligation in a Material Adverse Effectexcess of $1,000,000.
7.11 Any Change in Control shall occur.
7.12 The occurrence of any “default”, as defined Change 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 period of grace therein providedControl.
7.13 7.12 Any Loan Document Guaranty 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 shall deny denies that it has any further liability under any Guaranty to which it is a party, or shall give gives notice to such effect.
Appears in 1 contract
Sources: Loan Agreement (Kelly Services Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when within two Business Days after the same becomes due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes 38 44 due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any LoanLoan or of any facility fee, any Unused utilization fees, LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or (c) Section 6.7(c)6.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Management Obligation aggregating in excess of principal or interest or any other material amount in respect of any $15,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 15,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) 39 45 nonmonetary judgments or orders which, individually or in the aggregate, would 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 $15,000,000 or any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $15,000,000.
(a) With respect to a Plan, the 7.12. The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 $15,000,000.
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 (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14. Any Change in Control shall occur.
7.12 7.15. 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 period of grace therein provided.
7.13 7.16. Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.17. The representations and warranties set forth in Section 5.15 ("Plan Assets; Prohibited Transactions") shall at any time not be true and correct.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee commitment fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 or (c) Section 6.7(c)6.11, 6.12, 6.14, 6.15, 6.16, 6.20, and 6.21 hereof.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2, or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment “recourse” Indebtedness (i.e., Indebtedness which is recoverable from the general assets of principal the Borrower and/or its Subsidiaries) which is outstanding in an individual or interest aggregate amount of at least $10,000,000; or failure of the Borrower or any other material of its Subsidiaries to pay when due any Indebtedness which is not “recourse”, which is outstanding in an individual or aggregate amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueat least $50,000,000; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which such “recourse” or non-recourse Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to permit the holder(s) of cause such Material Indebtedness “recourse” or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material non-recourse 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; “recourse” or ten percent (10%) or more of the Material non-recourse Indebtedness of the Borrower or any Guarantor of its Subsidiaries (other than “recourse” or non-recourse Indebtedness which is “due on demand”) 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 ;
7.6. The Borrower or any Guarantor of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.7. The Borrower or any Guarantor of its Subsidiaries that has more than $10,000,000 of Total Tangible Assets shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.7 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.8.
7.7 Without the application, approval or consent of the Borrower or any Guarantor, a 7.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Subsidiary that has more than $10,000,000 of Total Tangible Assets or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any Guarantor such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors its 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 action Condemnation occurs, constitutes a Substantial PortionPortion of their Property.
7.9 7.10. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect5,000,000, which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, .
7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $100,000 or any action Reportable Event shall occur in connection with any Plan.
7.12. 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $100,000 or requires payments exceeding $1,000,000 per annum.
(a) With respect to a Plan, the 7.13. The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 (btaken 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 ERISA Event shall have occurred thatamount exceeding $100,000.
7.14. Failure to remediate within the time period permitted by law or governmental order (or within a reasonable time give the nature of the problem if no specific time period has been given) material environmental problems related to Properties whose aggregate book values are in excess of $20,000,000 or where the estimated cost of remediation for one of such Properties is in excess of $250,000 or for all of such Properties in the aggregate is in excess of $1,000,000, in the opinion of the Required Lenders, when taken together with each case after all other ERISA Events that administrative hearings and appeals have occurred, would reasonably be expected to result in a Material Adverse Effectbeen concluded.
7.11 Any Change in Control shall occur.
7.12 7.15. The occurrence of any “default”, as defined in 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)Document, which default or breach continues beyond any period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors to the Lenders or the Administrative Agent Lender under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 Nonpayment of (i) principal of any Revolving Loan when due, due or (ii) any Reimbursement Obligation, interest upon any Revolving Loan, any Unused Fee or LC Fee within five (5) days of when duefacility fee, or (iii) any other obligation under any of the Loan Documents within five three (53) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in terms or provisions of Section 6.2 (a) Section Use of Proceeds), 6.3 (Notice of Material Events), 6.4 (Conduct of Business), 6.6 (Insurance), 6.10 (Permits and Licenses), 6.11 (Payment of Obligations), 6.12 (Compliance with Investment Company Act), 6.13 (Compliance with Investment Policies and Restrictions), 6.14 (Custody Accounts), 6.15 (Asset Coverage), 6.16 (Indebtedness), 6.17 (Merger), 6.18 (Investments), 6.19 (other than as provided in Section 6.19(d)Subsidiaries), 6.20 (bLiens), 6.21 (Affiliates), 6.22 (PATRIOT Act Compliance), 6.23 (Accounting Changes), 6.24 (No Amendment of Investment Policies and Restrictions or Constituent Documents), 6.25 (Restricted Payment), 6.27 (Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act) Section 6.2 or 6.28 (c) Section 6.7(cNet Asset Value).
7.4 . The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware the date the Borrower gives notice of any such breach and failure to the Lender, (ii) the Administrative Agent notifying date the Borrower should have given notice of any such breachfailure to the Lender pursuant to Section 6.3(a), or (iii) the date the Lender gives notice of such failure to the Borrower.
7.5 (a) Failure of the Borrower or any Guarantor to pay when due any payment (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen Indebtedness, (15ii) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition under this clause (ii) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; , or ten percent (10%iii) or more any portion of the Material Indebtedness of the Borrower 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 thereofthereof or; or (b) there occurs under any Financial Contract an Early Termination Date (as defined in such Financial Contract) resulting from (x) any event of default under such Financial Contract as to which the Borrower is the Defaulting Party (as defined in such Financial Contract) or (y) any Guarantor shall not payTermination Event (as so defined) under such Financial Contract as to which the Borrower is an Affected Party (as so defined) and, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce ineither event, the appointment amount 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of all payments owed by the Borrower or under all such Financial Contracts as of such Early Termination Date (prior to any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(ivpayment thereof) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with the principal amount of all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor shall fail within thirty Indebtedness (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 DollarsIndebtedness hereunder) in the aggregate (net of amounts fully covered by insurance), that on or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected about such day has become due and payable pursuant 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.
sub-clause (a) With respect to a Plan, the Borrower or an ERISA Affiliate of this Section 7.5 is subject to a lien in excess of greater than $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect1,000,000.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Nonpayment of any principal payment on any Note when due.
7.2 Nonpayment of interest upon any Note or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.
7.3 The breach of any of the terms or provisions of Sections 6.2 through 6.18 or 6.21.
7.4 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.5 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VIISections 7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.6 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness, whether or not Recourse Indebtedness, in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided $50,000,000 in the applicable Material Indebtedness Agreement) of the date when dueaggregate; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity agreement, or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; other event shall occur or ten percent (10%) condition exist, which causes or more permits Indebtedness, whether or not Recourse Indebtedness, in excess of $50,000,000 in the Material Indebtedness of the Borrower or any Guarantor 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; or thereof (provided that the failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or any Guarantor shall not payits 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 shall admit in writing its inability to payany Subsidiary having more than $20,000,000 of Equity Value, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantor, a 7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Subsidiary having more than $20,000,000 of Equity Value, or for any Substantial Portion of their Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any Guarantor such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty ninety (6090) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty sixty (3060) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) any judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies an amount which, when added to all other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually outstanding against Borrower or any Subsidiary would exceed $20,000,000 in the aggregate, would reasonably be expected to which have a Material Adverse Effect, which judgment(s), in any such case, is/are not been stayed on appeal or otherwise being appropriately contested in good faith, .
7.10 The Borrower or any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum.
(a) With respect to a Plan, the 7.11 The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or Title IV of ERISA, if as a result of such reorganization or (b) an ERISA Event shall have occurred that, in termination the opinion aggregate annual contributions of the Required Lenders, when Borrower and the other members of the Controlled Group (taken together with as a whole) to all other ERISA Events that Multiemployer Plans which are then in reorganization or being terminated have occurred, would reasonably been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effect.
7.11 Any Change in Control shall occurwhich the reorganization or termination occurs by an amount exceeding $500,000.
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 light of the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower or any of its Subsidiaries or Investment Affiliates if the estimated costs of remediation at all such Properties in the aggregate exceed $20,000,000.
7.13 The occurrence of any “default”, 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)Document, which default or breach continues beyond any period of grace therein provided.
7.13 Any 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 7.14 The occurrence of any Guaranty, or Material Adverse Effect.
7.15 The occurrence of any Guarantor shall deny that it has any further liability Default under any Guaranty to which it is a party, or shall give notice to such effectthe Revolving Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Developers Diversified Realty Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any LoanLoan or any Facility Fee, any Unused Utilization Fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or (c) Section 6.7(c)6.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier to occur of (i) written notice from the Agent or any Senior Officer becoming aware of any such breach and Lender to the Borrower or (ii) the Administrative Agent notifying the Borrower an Authorized Officer otherwise becoming aware of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist (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 default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall not pay, or shall 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 Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries (other than Project Finance Subsidiaries), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries (other than Project Finance Subsidiaries) which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall fail within thirty (30) 45 days to pay, obtain a stay with respect to, 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 amounts fully any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10. 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, would could reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Three Year Revolving Credit Agreement (Amerenenergy Generating Co)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 8.1. Any representation or warranty made or or, pursuant to Section 5.2, deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, any Facility Letters of Credit, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 8.2. Nonpayment of (i) principal of any Loan Note when due, nonpayment of any Reimbursement Obligation when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 8.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))7.2, (b) Section 6.2 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.18, 7.20, 7.21, 7.22 or (c) Section 6.7(c)7.23.
7.4 8.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII8.1, 8.2 or 8.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) written notice from the Agent or any Senior Officer becoming aware of any such breach and Lender or (ii) the Administrative Agent notifying date the Borrower obtains knowledge of any such breach.
7.5 8.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay any Indebtedness in excess of $100,000 when due due, which failure continues beyond any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueperiod; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any Indebtedness Agreement if in excess of $100,000 was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more in excess of the Material Indebtedness $100,000 of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 8.6. The Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.,
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Section 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Section 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes due of principal of any Loan or interest due upon any Loan, any Reimbursement Obligation or of any commitment fee, LC Fee or other obligations under any of the Loan Documents.
7.3 Section 7.3. The breach by the Borrower of any of the covenants set forth 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 (a12) Section 6.19 consecutive months, and (other than as provided in Section 6.19(d))ii) such breach is not of the terms or provisions of Sections 6.2, 6.6, 6.8, 6.9, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.18, 6.19, 6.20, 6.21, 6.22, 6.23, and/or 6.25, then the same shall not constitute a Default hereunder if cured to the reasonable satisfaction of Administrative Agent within fifteen (b15) Section 6.2 days after the earlier of (i) written notice to Borrower thereof from the Administrative Agent or any Lender, or (cii) Section 6.7(c)such time as any officer of Borrower has become aware of said breach.
7.4 Section 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier of (i) written notice to Borrower thereof from the Administrative Agent or any Senior Officer becoming aware of any such breach and Lender, or (ii) the Administrative Agent notifying the such time as any officer of Borrower has become aware of any such said breach.
7.5 Section 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries or any Affiliate of Borrower to pay when due (i) any payment Indebtedness or Rate Management Obligation(s) owing to the Lenders and unrelated to this Agreement, (ii) any Indebtedness owing by any of principal or interest or them in favor of any other material Party which, individually or together with such other Indebtedness as to which any such failure exists, has an aggregate outstanding principal amount in respect excess of $1,000,000 (“Material Indebtedness”), or (iii) any Material Permitted Indebtedness within fifteen (15) days (owing to Bank One, N.A. or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueKey Corporate Capital Inc.; or the default by the Borrower or any Guarantor of its Subsidiaries or Affiliates in the performance (beyond the greater of thirty (30) days or the applicable grace or cure 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 Indebtedness, Rate Management Obligation(s) or Material Indebtedness Agreement if 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 default or event is to cause, or to permit the holder(s) holder or holders of such Indebtedness, Rate Management Obligation(s) or Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%cause, such Indebtedness, Rate Management Obligation(s) or more 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 ten percent (10%Indebtedness, Rate Management Obligation(s) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries or Affiliates shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 Section 7.6. The Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Section 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors or any of its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion, except pursuant to the legal order of the U.S. government in time of war.
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 Section 7.9. One or more (i) judgments or orders for the payment of money in an aggregate amount in excess of $25,000,000 2,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 or appeal, (ii) otherwise being appropriately contested in good faith, or (iii) paid, bonded or otherwise discharged (including, without limitation, as a result of any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $100,000 or requires payments exceeding $100,000 per annum.
(a) With respect to a Plan, the Section 7.12. The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or Title IV of ERISA, if as a result of such reorganization or (b) an ERISA Event shall have occurred that, in termination the opinion aggregate annual contributions of the Required LendersBorrower 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, when taken together with all other ERISA Events that have occurred, would which violation could reasonably be expected to result in have a Material Adverse Effect.
7.11 Section 7.14. Any Change in Control shall occur.
7.12 Section 7.15. 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 period of grace or cure therein provided, and which could reasonably be expected to have a Material Adverse Effect.
7.13 Section 7.16. Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any the Credit ExtensionExtension on the Closing Date, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date incorrect or untrue in any material respect when made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, Loan or of any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iii) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 (a) The breach by the Borrower of any of the covenants set forth in terms or provisions of Section 6.2, 6.3 (a) Section 6.19 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, as applicable), 6.4 (other than as provided in Section 6.19(dwith respect to the Borrower’s or any Material Subsidiary’s existence)), 6.10, 6.11, 6.12, 6.13 or 6.14, (b) the breach by the Borrower of any of the terms or provisions of Section 6.2 6.1.1, 6.1.2, 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 6.7(c)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 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given by the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) Agent or a Lender to the Administrative Agent notifying the Borrower of any such breachBorrower.
7.5 (a) Failure of the Borrower or any Guarantor Material Subsidiary to pay when due (after any payment of principal or interest or any other material amount in respect of applicable grace period) any Material Indebtedness within fifteen Indebtedness; (15b) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or 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 covenant or condition contained in agreement relating to any Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of and as a result thereof such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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; 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 consummation of a transaction by the Borrower or any Guarantor such Subsidiary not prohibited pursuant to this Agreement; or (c) the Borrower or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 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 Without the application, approval or consent of the Borrower or any Guarantorof its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty ninety (6090) consecutive days.
7.8 Any court, government A judgment or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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 court order for the payment of money in excess of $25,000,000 65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the equivalent thereof in currencies other than Dollarsrelevant insurance company does not dispute coverage) shall be rendered against the Borrower or any 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 aggregate (net of amounts fully covered by insurance), reasonably be expected to result in a Material Adverse Effect or (ii) nonmonetary judgments or orders which, individually or any Reportable Event shall occur in the aggregate, would connection with any Plan that 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10 Any Change in Control shall occur.
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, pursuant to 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 $65,000,000.
7.12 The occurrence of Borrower or any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any member of the terms Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or provisions is being terminated, within the meaning of any Loan Document 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 (other than this Agreement)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 default the reorganization or breach continues beyond any period of grace therein providedtermination occurs by an amount exceeding $65,000,000.
7.13 Any Loan Document material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by any Guarantor to discontinue or the Borrower to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectLoan Document.
Appears in 1 contract
Sources: Term Loan Agreement (Enable Midstream Partners, LP)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrower▇▇▇▇▇▇▇▇.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier 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 Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of Default”)::
7.1 7.1. 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or written information delivered in connection with this Agreement or any other Loan Document shall (i) if subject to materiality qualifications, be false in any respect on the date as of which made or confirmed or (ii) if not subject to materiality qualifications, be materially false on the date as of which made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Loan or of any Commitment Fee, Standby LC Fee or other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.4, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.196.19, 6.20 or (c) Section 6.7(c)6.20.6.21.
7.4 7.4. 7.4. The breach by the Borrower (other than a breach which that constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which that is not remedied within thirty (30) 30 days after the earlier of (i) any Senior Officer becoming Borrower becomes aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 7.5. 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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. 7.6. The Borrower or any Guarantor Subsidiary with assets of 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 the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Subsidiary with assets of 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 its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors whichits Subsidiaries that, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,00050,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of excluding any amounts fully covered by insurance), or (ii) nonmonetary judgments or orders whichthat, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 10,000,00050,000,000 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 ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 7.11. 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, and such nonpayment or breach shall continue after the applicable grace period, if any, specified in the documents related to such Rate Management Transaction.
7.12. 7.12. Any Change in Control shall occur.
7.12 7.13. 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 period of grace therein provided.
7.13 7.14. 7.14. Any Loan Document shall fail to remain in full force or effect effect, or any Collateral Document shall for any reason fail to create a valid and perfected first priority interest in the collateral purported to be covered thereby (except as permitted by the terms thereof), or any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any GuarantyGuaranty or Collateral Document, or any Guarantor or Pledgor shall fail to comply with any of the terms or provisions of any Guaranty or Collateral Document to which it is a party, or any 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 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
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any facility fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by any Borrower of any of the covenants set forth terms or provisions in (a) Section 6.19 (other than as provided in Section 6.19(d))Sections 6.1, (b) Section 6.2 6.2, 6.3, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.17, or (c) Section 6.7(c)6.18.
7.4 The breach by the any Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided ) any Indebtedness aggregating in such excess of $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 material term, provision or condition contained in any agreement under which any such Material Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.,
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any of its Guarantors Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (ia) 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) any Reimbursement Obligationwhen due if the Availability is less than the principal amount so due, (c) nonpayment of interest upon any LoanLoan or of any Facility fee or usage fee, any Unused Fee or LC Fee within five (5) days of when dueFee, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due, or (d) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due.
7.3 The breach by any of the Borrowers of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 or (c) Section 6.7(c)6.3, 6.10 through 6.20.
7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower Parent or any Guarantor Material Subsidiary to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any $75,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower Parent or any Guarantor Material Subsidiary 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event or condition is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Parent or any Guarantor 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 Borrower Parent or any Guarantor Material Subsidiary shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower Parent or any Guarantor Material Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter 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 the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company 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 the application, approval or consent of the Borrower Parent or any Guarantor, Material Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any Guarantor Material Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower Parent and the Guarantors its Material Subsidiaries which, when taken together with all other Property of the Borrower Parent and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower Parent or any Guarantor Material Subsidiary shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (ia) 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 (net of amounts fully covered by insurance)aggregate, or (iib) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action Reportable Event that could reasonably be expected to have a Material Adverse Effect shall be legally taken by a judgment creditor to attach occur in connection with any Plan.
7.11 The Parent or levy upon any assets other member of the Borrower 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 Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $25,000,000 or requires payments exceeding $10,000,000 per annum.
(a) With respect to a Plan, the Borrower 7.12 The Parent or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (a) or clause (b), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14 Any Change in Control shall occur.
7.12 7.15 The occurrence of any “default”, as defined in ” 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.
7.13 Any Loan Document 7.16 The Guaranty 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 the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under any Guaranty to which it is a partythe Guaranty, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made (or deemed made pursuant to Section 4.3 of this Agreement, any relevant provision of any Pledge ----------- Agreement or any relevant provision of any Subsidiary Guaranty) by or on behalf of the Borrower or any of its Guarantors Subsidiary to the Lenders Lenders, the Swing Line Lender, the LC Issuer or the Administrative Agent under or in connection with this Agreement, any Credit Extension, any Subsidiary Guaranty, any Pledge Agreement or any certificate or information delivered in connection with this Agreement Agreement, any Credit Extension or any other Loan Credit Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (ia) any Reimbursement Obligation or the principal of any Loan when due, or (iib) any Reimbursement Obligation, interest upon any Loan, Loan or Reimbursement Obligation or of any Unused Fee fee payable pursuant to Section 2.7 or LC Fee Section 2.23(d) ----------- --------------- within five (5) days of when after the same becomes due, or (iiic) any other obligation obligations under any of the Loan Credit Documents not referred to in clauses (a) and (b) ----------- --- above within five (5) days after receipt by the applicable Borrower of a written notice (which may include demand therefor from the invoice therefor) from Administrative Agent that the same is dueor any Lender, as applicable.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3 or (c) Section 6.7(c).any of Sections 6.10 through 6.19. ----------- --- ------------- ----
7.4 7.4. The breach by the either Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or ----------- --- --- provisions of this Agreement which is not remedied within thirty (30) Agreement, and such breach continues for 30 days after the earlier first to occur of (i) any Senior Officer becoming aware the date the applicable Borrower first knows of any such breach and or (ii) the Administrative Agent notifying date the applicable Borrower receives written notice from any Lender (acting through the Agent) of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by either (i) the Borrower or any Guarantor of its Subsidiaries shall default 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 or agreements under which any Material Indebtedness Agreement if was created or is governed (and any applicable grace period(s) expressly set forth therein shall have expired) or (ii) any other event shall occur or condition exist (including any "Amortization Event" or event of like import in connection with the Receivables Purchase Facility), (a) the effect of which default (under either clause (i) or (ii), as the case may be) is ---------- ---- to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 thereofthereof or (b) if such event or condition shall occur under any Receivables Purchase Documents, the effect thereof is to (x) 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 (y) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or the Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 with respect to it under the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, ; or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor --------------- of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of(each a "CONDEMNATION"), of all or any portion of the Property of the Borrower and the Guarantors or any of its Subsidiaries, which, when taken together with all other Property of the Borrower and the Guarantors so condemned, seized, appropriatedits Subsidiaries, or taken custody or control ofany of them, so Condemned during the twelve-month period ending with the month in which any such action Condemnation occurs, constitutes a Substantial PortionPortion of the consolidated Property of the Borrower and its Subsidiaries.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge any one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than Dollarsany judgment for which a financially sound and reputable insurer has admitted in writing liability) 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, faith with adequate reserves set aside on its books in accordance with generally accepted accounting principles.
7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $6,000,000; or any action Reportable Event shall be legally taken by a judgment creditor to attach occur in connection with any Plan; or levy upon any assets of the Borrower or any Guarantor of its Subsidiaries or any other member of the Controlled Group shall become party to enforce any such judgmentMultiemployer Plan.
(a) With respect 7.11. Except for matters identified on Schedule 6 hereto, the ---------- Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to a Plan, the release by the Borrower or an ERISA Affiliate is subject to a lien in excess any of $5,000,000 pursuant to Section 430(k) its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the Code or Section 302(c) of ERISA or Title IV of ERISAenvironment, or (b) an ERISA Event shall have occurred thatany violation of any federal, state or local environmental, health or safety law or regulation, which, in the opinion of the Required Lenderseither case, when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.12. Any Change in Control shall occur.
7.12 The occurrence 7.13. Other than in connection with any transactions which shall be permitted by the terms hereof or of any “default”other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, as defined if required by the terms of Section 8.3 all of the Lenders), the Borrower shall cease --- to own at least 80% of the capital stock of each Obligor Subsidiary and the Non-U.S. Subsidiary Borrower.
7.14. The Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement shall fail to remain in full force or effect; or any Loan Document (other than this action shall be taken to discontinue or to assert the invalidity or unenforceability of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement) ; or the breach of Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of the Parent Guaranty, any Loan Document (other than this Agreement)Subsidiary Guaranty or any Pledge Agreement to which it is a party and any grace or cure period set forth therein shall have expired; or the Borrower or any Subsidiary denies that it has any further liability under the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which default it is a party, or breach continues beyond any period of grace therein providedgives notice to such effect.
7.13 7.15. Any Loan of the following shall occur: (i) any Credit 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 Credit Document, (ii) any Credit Document shall fail to remain in full force or effect or effect, (iii) any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any GuarantyCredit Document, or (iv) either Borrower shall fail to comply with any Guarantor shall deny that it has of the terms or provisions of any further liability under any Guaranty to which it is a party, or shall give notice to such effectCredit Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Borrower Company or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in any Loan Document, in connection with this Agreement, any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement any Loan Document or in any other certificate or information delivered in writing in connection with any Loan Document shall be materially false in any material respect on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of interest on any Reimbursement Obligation, interest upon Loan or of any Loan, any Unused Fee or LC Fee facility fee within five (5) days of when Business Days after written notice from the Administrative Agent that the same has become due, or (iii) nonpayment of any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is has become due.
7.3 The breach by any Borrower of any of the covenants set forth terms or provisions in (a) Section 6.19 (other than as provided in Section 6.19(d))Sections 6.2, (b) Section 6.2 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20 or (c) Section 6.7(c)6.21.
7.4 The breach by the any Borrower (or Guarantor of, or other than a breach which constitutes an Event of Default under another Section of this Article VII) of default by any Borrower or Guarantor under, 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 thirty (30) 30 days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Hedging Obligations aggregating in excess of principal or interest or any other material amount in respect of any $25,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) voluntarily have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect 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, 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and is reasonably likely to have a Material Adverse Effect.
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 One or more (i) judgments or orders for the payment of money in an aggregate amount in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully judgments covered by insurance)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 (ii) nonmonetary judgments or orders which, individually or in any combination thereof and the aggregate, would reasonably same shall remain undischarged for a period of 90 consecutive days during which execution shall not 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 faitheffectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor Subsidiary to enforce any such judgment.judgment which is not effectively stayed for a period of 30 consecutive days;
(a) With respect 7.10 Any member of the Controlled Group shall fail to a Plan, the Borrower pay when due an amount or an ERISA Affiliate is subject to a lien amounts aggregating in excess of $5,000,000 pursuant 25,000,000 which it shall have become liable to Section 430(k) of the Code or Section 302(c) of ERISA or pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $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 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 (b) an ERISA Event to cause a trustee to be appointed to administer any Material Plan; or a condition shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events exist that have occurred, would could reasonably be expected to result in PBGC 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 one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $25,000,000.
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 Hazardous Substance, or any violation of any applicable Environmental Law, which, in either case, could reasonably be expected to have a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach Change 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 providedControl.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders Lenders, the Issuing Banks or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, Loan or any Unused Facility Fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or (c) Section 6.7(c)6.17.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier to occur of (i) written notice from the Agent or any Senior Officer becoming aware of any such breach and Lender to the Borrower or (ii) the Administrative Agent notifying the Borrower an Authorized Officer otherwise becoming aware of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist (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 default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall not pay, or shall 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 Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries (other than a Project Finance Subsidiary), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries (other than a Project Finance Subsidiary) or any Substantial Portion of their 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 Borrower or any Guarantor 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 sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries (other than Project Finance Subsidiaries) which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries (other than Project Finance Subsidiaries) shall fail within thirty (30) 45 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10. 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, would reasonably be expected to result occurred is in a Material Adverse Effectexcess of $50,000,000.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: 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 an Event of Default default:
(each, an “Event a) default in the observance or performance of Default”):
7.1 Any representation or warranty made or deemed made by or on behalf any of the Borrower 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 its Guarantors to the Lenders other conditions, covenants or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable agreements of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within Company herein set forth and continuance thereof for thirty (30) days after written notice thereof to Company by Administrative Agent to Borrower.Bank;
7.2 Nonpayment of (i) principal of any Loan when due, or (iic) any Reimbursement Obligation, interest upon representation or warranty made by Company herein or in any Loan, instrument submitted pursuant hereto proves to have been untrue in any Unused Fee material respect when made;
(d) default in the observance or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach performance of any of the conditions, covenants or agreements of 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 collateral document related to or connected with this Agreement or the indebtedness hereunder, and continuation of such default beyond any period of grace specified in any such document;
(ae) Section 6.19 (other than as provided default in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) payment of any other obligation of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier 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 Borrower Company or any Guarantor to pay when due for borrowed money in an amount in excess of One Hundred Thousand Dollars ($100,000), or in the observance or performance of any conditions, covenants or agreements related or given with respect thereto and, in each such case, continuance beyond any applicable cure period;
(f) judgments for the payment of principal or interest or any other material amount money in respect excess of any Material Indebtedness within fifteen the sum of One Hundred Thousand Dollars (15$100,000) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor aggregate 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed rendered against it, (v) take any 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 the application, approval or consent of the Borrower Company or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed judgments shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of sixty (60) consecutive daysdays 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 determined to constitute grounds for termination by the Pension Benefit Guaranty Corporation of any employee pension benefit plan maintained by or on behalf of Company for the benefit of any of its employees or for the appointment by the appropriate United States District Court of a trustee to administer such plan and such reportable event is not corrected and such determination is not revoked within 30 days after notice thereof has been given to the plan administrator or Company; or the institution of proceeding by the Pension Benefit Guaranty Corporation to terminate any such employee benefit pension plan or to appoint a trustee to administer such plan; or the appointment of a trustee by the appropriate United States District Court to administer any such employee benefit pension plan;
(h) the revocation of any Guaranty or any guaranty by Company in favor of Bank of the obligations of any of its subsidiaries;
(i) default by Company in payment under any guaranty by Company in favor of Bank of the obligations of any of its subsidiaries; then, or at any time thereafter, unless such default is first remedied, Bank may give notice to Company 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.
7.8 Any court, government or governmental agency 11.3 If a creditors' committee shall condemn, seize or otherwise appropriate, or take custody or control of, all have been appointed for the business of Company or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and the Guarantors so condemned, seized, appropriated, Guarantor; or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower if Company or any Guarantor shall fail within thirty (30) days to pay, obtain have made a stay with respect to, or otherwise discharge one or more (i) judgments or orders general assignment for the payment benefit of money in excess of $25,000,000 (creditors 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a partybeen adjudicated bankrupt, or shall give notice have filed a voluntary petition in bankruptcy or for reorganization or to 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 effectreceiver, 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 date of his appointment; or 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 Guarantor; then the Notes and all indebtedness then outstanding hereunder shall automatically become immediately due and payable and Bank's commitment, if any, to make advances hereunder shall automatically terminate.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Loan Party to the Lenders or the Administrative Agent under or in connection with this Agreement, Agreement or any Credit Extension, or that is contained in any certificate or information financial statement delivered in connection with this Agreement or any other Loan Document Document, shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee commitment fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d)6.2, 6.3(a), 6.4 (b) Section 6.2 with respect to the Borrower only), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 or (c) Section 6.7(c)6.20.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after notice to the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) Borrower from the Administrative Agent notifying the Borrower of any such breach.
7.5 (i) Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due make any payment of principal or interest or any other material amount when due in respect of any Material Indebtedness within fifteen (15) days (or such greater beyond any applicable grace period as is provided in the applicable Material Indebtedness Agreementor cure period, (ii) of the date when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 instrument or agreement under which such Material Indebtedness Agreement if was created, or any other event shall occur or condition exist, the effect of which default default, event or condition under this clause (ii) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement such instrument or agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or (iii) any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more portion of the Material Indebtedness of the Borrower or any Guarantor 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; thereof (provided that, notwithstanding the foregoing, none of the following events shall constitute an Event of Default under the foregoing clause (ii) or clause (iii) of this Section 7.5 unless such event results in the acceleration of other Material Indebtedness of the Borrower or any Guarantor shall not paySubsidiary: (A) any secured Indebtedness becoming due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (B) any change of control offer made within 60 days after an acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (C) any default under Indebtedness of an acquired business if such default is cured, or shall admit such Indebtedness is repaid, within 60 days after the acquisition of such business so long as no other creditor accelerates or commences any kind of enforcement action in writing its inability respect of such Indebtedness or (D) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issues or excess cash flow, in each case pursuant to pay, its debts generally as they become dueIndebtedness of an acquired business).
7.6 (i) The Borrower or any Guarantor of its Material Subsidiaries shall (iA) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iiB) make an a general assignment for the benefit of creditors, (iiiC) not pay, or admit in writing its inability to pay, its debts generally as they become due, (D) 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, (ivE) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vF) take any corporate, limited liability company or partnership action to authorize in furtherance of, or effect indicating its consent to, approval of, or acquiescence in, any of the foregoing actions set forth in this Section 7.6 or (viG) fail to contest in good faith any appointment or proceeding described in Section 7.77.7 or (ii) any insurance commissioner or any other insurance regulatory official having jurisdiction issues a corrective order that could reasonably be expected to have a Material Adverse Effect, or initiates any regulatory proceeding to oversee or direct the management of the entire business of the Borrower or any Subsidiary and such order or proceeding shall continue undismissed for 30 days.
7.7 7.7. Without the application, approval or consent of the Borrower or any Guarantorof its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor of its Material Subsidiaries shall fail within thirty sixty (3060) days from the entry thereof to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for involving in the payment of money aggregate a liability (not paid or covered by insurance as to which the relevant insurance company has not denied coverage) in excess of $25,000,000 50,000,000 (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) or order(s), in any such case, is/are not vacated, discharged, bonded or stayed on pending 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.9. 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, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence of 7.10. There occurs under any “default”, Rate Management Transaction to which the Borrower or any Subsidiary is party an Early Termination Date (as defined in the documentation related to such Rate Management Transaction) resulting from (a) any Loan Document event of default thereunder as to which the Borrower or any Subsidiary is the Defaulting Party (other than this Agreementas so defined) or (b) any Termination Event (as so defined) as to which the breach Borrower or any Subsidiary is an Affected Party (as so defined), and, in either event, the Swap Termination Value (as defined below) owed by the Borrower or such Subsidiary as a result thereof is greater than $50,000,000 (in the aggregate for all such Rate Management Transactions). As used in this Section 7.10, “Swap Termination Value” means, in respect of a Rate Management Transaction, upon the designation of an Early Termination Date (as defined in the documentation related to such Rate Management Transaction), the amount of the payment upon early termination determined in accordance therewith, after taking into account the effect 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.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice legally enforceable netting agreement relating to such effectRate Management Transaction.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Guarantor to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.19 or 6.22.
7.4. The Borrower or any Guarantor shall fail to observe or perform or otherwise breach (other than a failure or breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) fifteen days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor to pay when due any payment Indebtedness, Rate Hedging Obligation or Operating Lease Obligation aggregating in excess of principal or interest or any other material amount in respect of any $1,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueObligation"); or the default by the Borrower or any 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 Agreement if Obligation was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement Obligation to cause ten percent (10%) or more of cause, such Material Indebtedness Obligation 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 ten percent (10%) or more of the Material Indebtedness Obligation of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors or any Guarantor which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial PortionPortion and would have a Material Adverse Effect.
7.9 7.9. The Borrower or any Subsidiary Guarantor shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 the aggregate amount of all liabilities as a result of any Reportable Event in connection with any Plan shall exceed in the aggregate $1,000,000.
7.11. The Borrower or any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum.
(a) With respect 7.12. If the Borrower or any other member of the Controlled Group contributes to or is a sponsor of a Multiemployer Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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 Subsidiary Guarantor shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary Guarantor or any other Person of any toxic or hazardous waste or substance into the environment, or (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 7.15. Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.16. 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 hereof or 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, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document.
7.17. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions") shall at any time not be true and correct.
7.18. The commitment to lend by the lenders under the Subordinated Debt Documents to Trianon or the commitment to lend by Trianon under the Subordinated Debt Documents to the Borrower shall be terminated, reduced or otherwise modified in any manner.
(i) the Zenith Acquisition shall be unwound, reversed or otherwise rescinded in whole or in any material part for any reason, or (ii) the Borrower shall agree to any material amendment to, or waiver of any material rights under, or otherwise change any material terms of, any of the Zenith Acquisition Document, in a manner adverse to the Borrower or any of its Subsidiaries or to Lenders without the prior written consent of Agent.
7.20. If any payment be made pursuant to the Escrow Agreement would cause a Default or an Unmatured Default as determined by the Agent or as shown by the compliance certificate required to be delivered pursuant to Section 6.1(xi).
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18.1, 6.18.2, 6.18.3, 6.19, or (c) Section 6.7(c)6.20.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier Agent unless such default, in the reasonable discretion of (i) any Senior Officer becoming aware the Lender, adversely and imminently affects the ability of any the Lenders to collect the Obligations, in which case, such breach and (ii) Default shall be cured within five days after written notice from the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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. 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 Borrower or any Guarantor of its Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.7(d) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.10. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 .
(i) Any Reportable Event shall occur in connection with any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Plan; (ii) the Borrower or any Guarantor Subsidiary shall file a notice of intent under Title IV of ERISA to enforce any such judgment.
(a) With respect terminate a Plan or Plans having aggregate Unfunded Liabilities of all Single Employer Plans attributable to a Plan, the Borrower or an ERISA Affiliate is subject to a lien any Subsidiary in excess of $5,000,000 pursuant (collectively, a "Material Plan"); (iii) any plan administrator or the PBGC shall institute proceedings under Title IV of ERISA to 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 430(k) of the Code 515 or Section 302(c4219(c)(5) of ERISA or Title IV of ERISA, and such proceeding shall not have been dismissed within 30 days thereafter; or (bv) an ERISA Event a condition shall have occurred that, in exist by reason of which the opinion of the Required Lenders, when taken together with all other ERISA Events PBGC would be entitled to obtain a decree adjudicating that have occurred, would reasonably any Material Plan must be expected to result in a Material Adverse Effectterminated.
7.11 7.12. Any Change in Control shall occur.
7.12 7.13. 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) 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 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.
7.15. 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 period of grace therein provided.
7.13 7.16. Any Loan Document shall fail to remain Guaranty is not in full force or and effect with respect to all parties thereto, 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 shall deny that it has any further liability under any Guaranty to which it is a party, party or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) any principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation, Obligation within one (1) Business Day after the same becomes due or nonpayment of any interest upon any LoanLoan or of any facility fee, any Unused utilization fee, LC Fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation under any of the Loan Documents within five three (53) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, Section 6.3(a) or Sections 6.10 through 6.21.
7.4. The breach by the Borrower or (prior to the Guaranty Termination Date) any Guarantor (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any Subsidiary Guaranty to which it is a party which is not remedied within thirty twenty (3020) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date $25,000,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any such Indebtedness Agreement if was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material such Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Subsidiaries (other than Immaterial Subsidiaries) shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each, a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 multiple judgments or orders which, individually or for the payment of an aggregate amount in the aggregate, would reasonably be expected to have a Material Adverse Effectexcess of $50,000,000), which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor faith and as to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentwhich no enforcement actions have been commenced.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10. Any Change in Control shall occur.
7.12 The occurrence (a) It shall be determined by the Borrower or any Subsidiary or the actuary of either that the Funded Current Liability Percentage of any “default”Single Employer Plan is such that the Borrower or any Subsidiary shall be required to make a Deficit Reduction Contribution for such Plan with respect to any plan year or (b) any 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 Guaranty Termination Date, as defined in any Subsidiary Guaranty after delivery thereof pursuant to this Agreement shall for any reason cease to be valid and binding on or enforceable against 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.
7.13 Any Loan Document shall fail Party party 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 Guarantyit, or any Guarantor such Loan Party shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectso state in writing.
Appears in 1 contract
Sources: Credit Agreement (Aon Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiary to the Lenders Banks or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information other Loan Document delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Loan or of any Unused Fee facility fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15, as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 applicable. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section 7.1, 7.2 or the preceding sentence of this Article VIISection 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachBank.
7.5 7.4 Failure of the Borrower or any Guarantor Subsidiary to pay when due any payment of Indebtedness in an aggregate principal or interest or any other material amount in respect excess of any Material Indebtedness $150,000,000 within fifteen thirty (1530) days (or after the Borrower knows that such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when was due; or the default by the Borrower or any Guarantor Subsidiary 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 Material agreement under any such Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more 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 ten percent (10%) or more of the Material such Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor Material Subsidiary shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.5 The Borrower or any Guarantor Material Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws any Debtor Relief Law as 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 substantial part of its Propertyproperty, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws any Debtor Relief Law as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itDebtor Relief Law, (v) take any corporate, limited liability company or partnership corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.5, or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.77.6.
7.7 7.6 Without the application, approval or consent of the Borrower or any GuarantorSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Material Subsidiary or any Substantial Portion substantial part of their Propertyits property, or a proceeding described in Section 7.6(iv7.5(iv) shall be instituted against the Borrower or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.7 [Reserved.]
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor Subsidiary shall fail within thirty sixty (3060) days to pay, obtain a stay with respect to, bond or otherwise discharge 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 150,000,000 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, 7.9 Except as would not reasonably be expected to result in have a Material Adverse Effect, any Reportable Event shall occur in connection with any Plan or any material Unfunded Liabilities shall exist.
7.11 7.10 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (NIKE, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan Document, or any certificate or information document required to be delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Loan or of any Unused Fee facility fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.3, 6.10, 6.11, 6.12, 6.13 or (c) Section 6.7(c)6.14.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice from the earlier of Administrative Agent or any Lender; provided that if (i) any Senior Officer becoming aware of any such breach failure cannot, with diligence, be cured within thirty (30) days but cure is possible and (ii) the Administrative Agent notifying defaulting party is diligently proceeding to cure such failure, then the Borrower period for cure will be extended for the period necessary to effect such cure, but not in excess of any such breachsixty (60) days.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of principal or interest or any other material amount in respect (after giving effect to the expiration of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as and after the receipt of notice if any is provided required) any Indebtedness (other than the Loans) aggregating in the applicable excess of $75,000,000 (“Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any Guarantor of its Subsidiaries in the performance (beyond after giving effect to the greater expiration of thirty (30) days or the applicable any grace period with respect thereto, and after the receipt of notice if any, provided in such Material Indebtednessany is required) of any material term, provision or condition contained in any agreement under which any such Material Indebtedness Agreement if was created or is governed, the effect of which default is to permit cause the holder(s) of such Material Indebtedness holder or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more holders of such Material Indebtedness to become due prior to its stated accelerate the maturity of such Material Indebtedness; or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor of its Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Significant Subsidiaries or any its Property (to the extent such Property constitutes a Substantial Portion of their PropertyPortion), or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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 7.8. One or more (i) judgments or orders for the payment of money (to the extent not covered by insurance or indemnity) in excess of $25,000,000 75,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net shall be rendered against the Borrower or any 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 Effectits Significant Subsidiaries, which judgment(s), in any such case, is/are shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not stayed on be effectively stayed, vacated or bonded pending appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor .
7.9. Any Reportable Event which would result in liability to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien its Subsidiaries of in excess of $5,000,000 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 430(k4041 of ERISA, (ii) the imposition of a Lien or security interest under Section 412(n) of the Code or under Section 302(c302(f) of ERISA or Title IV of ERISA, or (biii) the imposition of withdrawal liability to Multiemployer Plans that would result in an ERISA Event shall have occurred that, increase in the opinion annually required contributions to such plans by the Borrower or any member of the Required Lenders, when taken together with all other ERISA Events Controlled Group such that have occurred, would reasonably be expected to result the present value of such increased withdrawal liability (determined at the date such withdrawal liability is imposed) exceeds $75,000,000 in a Material Adverse Effectthe aggregate.
7.11 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 which the Borrower or any Subsidiary is an Affected Party (as so defined) and the Rate Management Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $50,000,000. 7.11. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Wrigley Wm Jr Co)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) terms or provisions of Section 6.2 or (c) Section 6.7(c)and Sections 6.10 through and including 6.16.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date $10,000,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any Indebtedness Agreement if in excess of $10,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 7.8. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect25,000,000, which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, .
7.9. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $50,000,000 or any action Reportable Event shall occur in connection with any Plan.
7.10. 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $10,000,000 or requires payments exceeding $1,000,000 per annum.
(a) With respect to a Plan, the 7.11. The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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.
7.12. Any Banking Subsidiary shall cease to be insured under the Federal Deposit Insurance Act and any rules and regulations issued thereunder, as amended, supplemented or otherwise modified from time to time; or a cease and desist order shall be issued against the Borrower or any Subsidiary pursuant to 12 U.S.C. 1818(b) or (bc) an ERISA Event shall have occurred thator any similar applicable provision of state law and any rules and regulations issued thereunder, in the opinion of the Required Lendersas 50 amended, when taken together with all other ERISA Events that have occurred, would reasonably be expected supplemented or otherwise modified from time to result in a Material Adverse Effect.
7.11 Any Change in Control time; or there shall occur.
7.12 The occurrence , 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 “default”rules and regulations issued thereunder, as defined in 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 Loan Document (other than this Agreement) rules and regulations issued thereunder, as amended, supplemented 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.
7.13 Any Loan Document shall fail otherwise modified from time to remain in full force or effect time; or any action conservator or receiver shall be taken by appointed for any Guarantor to discontinue or to assert the invalidity or unenforceability of Banking Subsidiary under any Guaranty, such provisions or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, other state or shall give notice to such effectfederal law.
Appears in 1 contract
Sources: Credit Agreement (Firstar Corp /Wi/)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, Extension or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially being false or misleading in any material respect on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fronting Fee, LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 or (c) Section 6.7(c)6.3, 6.7, 6.17, 6.18, 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 the Borrower (other than a breach which that constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which breach is not remedied within thirty (30) 30 days after the earlier of (ia) any Senior Officer becoming the Borrower becomes aware thereof or (b) the Borrower receives notice of any the same from Administrative Agent; provided, however, that if such breach and (ii) cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent notifying Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of any 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 Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or Indebtedness, the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event or condition, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor shall be of its Subsidiaries 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 Borrower or any Guarantor shall not of its Subsidiaries failure to pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall of its Subsidiaries (i) have has an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter 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 the Federal federal bankruptcy laws as now or hereafter in effect or effect, seeking to adjudicate it a bankrupt or insolvent, 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 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, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Borrower or any Guarantor of its Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of, of all or any portion of the Property of the Borrower and the Guarantors whichits Subsidiaries that, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor shall fail of its Subsidiaries fails within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders whichthat, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10 An ERISA Event shall have occurred occurs that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 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 shall occurControl.
7.12 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 of grace therein provided.
7.13 Any Loan Document shall fail 7.14 The Guaranty fails to remain in full force or effect effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any 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 the Guaranty or gives notice to such effect.
7.15 Any Collateral Document 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 fails to create a valid and perfected first-priority security interest in any substantial portion of the Collateral or any material Collateral purported to be covered thereby, except as permitted by the terms of such Material Collateral Documents, fails to remain in full force or effect, any action shall be is taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any GuarantyMaterial Collateral Document, or the Borrower or any Guarantor shall deny that it has Domestic Subsidiary fails to comply in any further liability under material way with any Guaranty of the terms or provisions of any Material Collateral Document to which it is a partyparty (subject to any applicable notice, grace or shall give notice to such effectcure periods therein provided).
Appears in 1 contract
Sources: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Commitment Fee or LC Fee within five (5) days of when duewritten notice (which may include the invoice therefor) from Administrative Agent or the applicable LC Issuer or Lender and (iii), or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 7.3. The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)Sections 6.2, 6.3(a), (b) Section 6.2 6.12, 6.13, 6.14, 6.15, 6.16, 6.18, 6.19, 6.20, 6.21 or (c) Section 6.7(c)6.22.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier 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 7.5. Failure of the Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency Governmental Authority shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 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 40,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)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, 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 10,000,000 pursuant to Section 430(k) of the Code or Section 302(c303(k) 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, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.11. Any Change in Control shall occur.
7.12 7.12. 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 AgreementAgreement or other than a breach which constitutes an Event of Default under another Section of this Article VII), which default or breach continues beyond (A) thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach or, (B) if greater, any period of grace therein providedprovided in such Loan Document.
7.13 7.13. Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one (1) Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20, or (c) Section 6.7(c)6.21.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of Indebtedness with a principal or interest or any other material amount in respect excess of any $25,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other material event shall occur or material condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor of its Active Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Active Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Active Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Active Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10 An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all or other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding (i) $5,000,000 in any year or (ii) $10,000,000 for all periods.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Document Subsidiary Guaranty 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 the Subsidiary Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary Guaranty or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a partythe Subsidiary Guaranty, or shall give notice to such effect.
7.13 Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower, any Guarantor, any of its or their Subsidiaries or any other Person contests in any manner the validity or enforceability of any Loan Document; or the Borrower or any Guarantor denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any 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 or confirmed and, (it being understood that if any of the representations and warranties made in connection with the definition of "Borrowing Base" are not true and correct as of any date with respect to any matter which is reasonably capable of being curedPledged Item, Borrower or such Guarantor, Pledged Item shall be removed from Eligible Collateral as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowersole remedy for such failure).
7.2 7.2. Nonpayment of (i) principal of any Loan Note when duedue (including but not limited to payments required pursuant to Section 2.10.2), or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.17, 6.19, 6.20, 6.21, 6.22 or (c) Section 6.7(c)6.23.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another any other Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier to occur of (i) receipt of written notice from the Agent or any Senior Officer becoming aware Lender of any such breach and or (ii) the Administrative Agent notifying date that the Borrower obtains knowledge of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of principal either (i) the Capitalized Leases with NBD Bank, Agent's Affiliate, or interest or (ii) any other material amount Indebtedness aggregating in respect excess of any $5,000,000 (collectively, items (i) and (ii) being referred to as "Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed which has not been waived by the holder or holders of such Material Indebtedness, or any other event shall occur or condition exist which has not been so waived, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect500,000, which judgment(s), in any such case, is/are is 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10. Any Change in Control shall occur.
7.12 7.11. The occurrence of any “"default”", as defined in any Loan Document (other than this AgreementAgreement or the Notes) or the breach of any of the terms or provisions of any Loan Document (other than this AgreementAgreement or the Notes), which default or breach continues beyond any period of grace therein provided.
7.13 Any Loan Document 7.12. The Security Agreement 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 the Security Agreement, or the Security Agreement 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 Guarantythe Security Agreement, or the Borrower shall fail to comply with any Guarantor of the terms or provisions of the Security Agreement.
7.13. The Unfunded Liabilities of all Single Employer Plans shall deny exceed in the aggregate $500,000 or any Reportable Event shall occur in connection with any Plan.
7.14. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has any further incurred withdrawal liability under any Guaranty to which it is a party, or shall give notice to such effectMultiemployer 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 $500,000 or requires payments exceeding $100,000 per annum.
7.15. The representations and warranties set forth in "Section 5.15 Plan Assets; Prohibited Transactions" shall at any time not be true and correct.
7.16. PEC shall breach or default in the performance of its obligations under the PEC Tri-Party Agreement or the subservicing agreement described therein, which breach or default continues beyond any period of grace therein provided, provided that such breach or default by PEC shall not constitute a Default if the Borrower has not later than 7 days after the occurrence of such breach or default (or the expiration of any grace period, if applicable) replaced PEC with a replacement subservicer satisfactory to the Agent.
7.17. Greenwich Capital shall breach or default in the performance of its obligations under the Greenwich Tri-Party Agreement or the Approved Investor Commitment described therein, which breach or default continues beyond any period of grace therein provided unless the Borrower has, prior to the expiration of any such grace period available to Greenwich Capital with respect to such breach or default, obtained Approved Investor Commitments, and related Tri-Party Agreements, from other Approved Investors covering Eligible Collateral having an aggregate Borrowing Base value at least equal to the then-existing Coverage Requirement.
7.18. The Borrower shall breach or default in the performance of the Borrower's obligations under the Approved Investor Commitment issued to the Borrower by Greenwich Capital, which breach or default, if subject to cure under the terms thereof, continues without cure or waiver beyond a date that is two (2) Business Days prior to the expiration of the cure period available to the Borrower thereunder.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Nonpayment of any principal payment on any Note when due.
7.2 Nonpayment of interest upon any Note or of any Facility Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.
7.3 The breach of any of the terms or provisions of Sections 6.2 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 Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.5 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.6 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due (A) any payment Recourse Indebtedness in excess of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided $25,000,000 in the applicable Material Indebtedness Agreementaggregate or (B) any Indebtedness, whether or not Recourse Indebtedness, in excess of $50,000,000 in the date when dueaggregate; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity agreement, or any commitment to lend under other event shall occur or condition exist, which causes or permits (A) any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Recourse Indebtedness of the Borrower or any Guarantor shall be declared of its Subsidiaries 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; or thereof (provided that the failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or any Guarantor shall not payits 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 shall admit in writing its inability to payany Subsidiary having more than $20,000,000 of Equity Value, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantor, a 7.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Subsidiary having more than $20,000,000 of Equity Value, or for any Substantial Portion of their Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any Guarantor such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty ninety (6090) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty sixty (3060) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) any judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies an amount which, when added to all other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually outstanding against Borrower or any Subsidiary would exceed $20,000,000 in the aggregate, would reasonably be expected to which have a Material Adverse Effect, which judgment(s), in any such case, is/are not been stayed on appeal or otherwise being appropriately contested in good faith, .
7.10 The Borrower or any action 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 legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum.
(a) With respect to a Plan, the 7.11 The Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or Title IV of ERISA, if as a result of such reorganization or (b) an ERISA Event shall have occurred that, in termination the opinion aggregate annual contributions of the Required Lenders, when Borrower and the other members of the Controlled Group (taken together with as a whole) to all other ERISA Events that Multiemployer Plans which are then in reorganization or being terminated have occurred, would reasonably been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effect.
7.11 Any Change in Control shall occurwhich the reorganization or termination occurs by an amount exceeding $500,000.
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 light of the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower or any of its Subsidiaries or Investment Affiliates if the estimated costs of remediation at all such Properties in the aggregate exceed $20,000,000.
7.13 The occurrence of any “default”, 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)Document, which default or breach continues beyond any period of grace therein provided.
7.13 Any 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 . 7.14 The occurrence of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Developers Diversified Realty Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default a “Default” hereunder:
(each, an “Event of Default”):
7.1 Any a) any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Loan Party to the Lenders any Lender or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty made;
(30b) days after notice thereof by Administrative Agent to Borrower.
7.2 Nonpayment of (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when dueprincipal, or (ii) any Reimbursement Obligationnonpayment, interest upon any Loan, any Unused Fee or LC Fee within five three (53) days after the due date (whether upon demand or otherwise), of when dueany interest, fee, Reimbursement Obligation or (iii) any other obligation owing under any of the Loan Documents within five Document;
(5c) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach by any Loan Party of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d)6.2, 6.3(a), 6.16 through 6.23 or 6.25 through 6.31 which is not remedied within three (b3) Section 6.2 days after the earlier of such breach or written notice from the Agent or any Lender;
(cd) Section 6.7(c).
7.4 The the breach by the Borrower any Loan Party (other than a breach which constitutes an Event of a Default under another Section of 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 which is not remedied within thirty fifteen (3015) days after the earlier of (i) any Senior Officer becoming aware of any such breach and or written notice from the Agent or any Lender or (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 Failure of the Borrower or any Guarantor to pay when due any payment of principal or interest or any other material amount in respect Section of any Material Indebtedness this Agreement which is not remedied within fifteen (15) days after the earlier of such breach or written notice from the Agent or any Lender;
(or such greater applicable grace period as is provided in the applicable e) failure of any Loan Party to pay when due any Material Indebtedness Agreement) of the date when due; or the default by the Borrower a default, breach or other event occurs under any 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 Material Indebtedness Agreement if of any Loan Party, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.;
7.6 The Borrower or (f) any Guarantor Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as 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 portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any Guarantor or any portion of its Property which constitutes a Substantial Portion of their PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any Guarantor Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.;
7.8 Any (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors any Loan Party which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.;
7.9 The Borrower (i) any loss, theft, damage or destruction of any Guarantor 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 (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, which judgment(s)judgments or orders, in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, faith by proper proceedings diligently pursued;
(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 action Reportable Event shall be legally taken by a judgment creditor to attach or levy upon occur in connection with any assets of the Plan;
(m) any Borrower or any Guarantor other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to enforce such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by such Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgment.notification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per annum;
(an) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of such 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) 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 (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.;
7.11 Any Change in Control shall occur.
7.12 The (p) 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 period of grace therein provided.;
7.13 Any Loan (q) 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 any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect;
(r) 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 by any Guarantor to discontinue or to assert the invalidity or unenforceability of any GuarantyCollateral Document, or any Guarantor Loan Party shall deny fail to comply with any of the terms or provisions of any Collateral Document;
(s) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that it any provision of 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 further liability time not be true and correct;
(u) any Borrower or any of their Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $1,000,000;
(v) 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 definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto;
(w) any default, termination or non-renewal of licenses of the Borrowers which in the aggregate accounted for thirty percent (30%) or more of the revenues of the Borrowers, on a consolidated basis, in the previous Fiscal Year; or
(x) any Loan Party is criminally indicted or convicted under any Guaranty law that may reasonably be expected to which it is lead to a party, or shall give notice to forfeiture of any Property of such effectLoan Party having a fair market value in excess of $1,000,000.
Appears in 1 contract
Sources: Credit Agreement (Action Performance Companies Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
8.1 Nonpayment of any principal payment on any Note when due and payable.
8.2 Nonpayment of (i) interest upon any Note, any Facility Fee, Administrative Agent's Fee or Facility Letter of Credit Fee, under any of th Loan Documents within five (5) Business Days after the same becomes due or (ii) any other payment Obligation under any of the Loan Documents within five (5) Business Days of Borrower's receipt of written notice.
8.3 The breach of any of the terms or provisions of Sections 7.1(iii), (iv) and (v), 7.2(ii), 7.6(i) (to the extent such breach relates to a cancellation of an Event insurance policy or Borrower's failure to pay the required premium to renew a policy), 7.6(ii), 7.10, 7.11, 7.12, 7.13, 7.14, 7.16, 7.18, 7.20, 7.21 or 7.25, or a breach of Default any of the terms or provisions of Section 7.1 (each, an “Event of Default”):other than as set forth above) which remains uncured for ten (10) business days.
7.1 8.4 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this AgreementAgreement (other than Section 6.24 and a Property Breach unless such breach causes a Default under another provision of this Article VIII), any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 8.5 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII8.1, 8.2, 8.3 or 8.4 and other than a Property Breach) of any of the other terms or provisions of this Agreement which is not remedied within thirty (30) days or ninety (90) days, for a breach which is curable but cannot be cured within 30 days but is being diligently cured, after the earlier to occur of (i) any Senior Officer becoming aware the breach or receipt of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 8.6 Failure of the Borrower, any Qualifying Investment Affiliate or Special Qualifying Investment Affiliate (to the extent the Indebtedness is recourse to Borrower or any Guarantor Subsidiary) or any of its Subsidiaries to pay when due (after applicable cure periods) any payment Indebtedness aggregating in excess of principal $5,000,000 for which liability is not limited to specific pledged collateral, or interest $50,000,000 for which liability is limited to specific pledged collateral.
8.7 The Borrower, any Qualifying Investment Affiliate or Special Qualifying Investment Affiliate that is not a Subsidiary having a Market Capitalization which is more than 3% of Market Capitalization, or any other material amount in respect Subsidiary having more than $10,000,000 of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor Market Capitalization shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 8.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.78.8 or (vii) not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.7 Without the application, approval or consent of the Borrower or any Guarantor, a 8.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, any Qualifying Investment Affiliate or Special Qualifying Investment Affiliate that is not a Subsidiary having a Market Capitalization which is more than 3% of Market Capitalization, or any Guarantor Subsidiary having more than $10,000,000 of Market Capitalization or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv8.7(iv) shall be instituted against the Borrower any Qualifying Investment Affiliate or Special Qualifying Investment Affiliate or any Guarantor such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 8.9 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property Properties of the Borrower and the Guarantors its Subsidiaries, Qualifying Investment Affiliates and Special Qualifying Investment Affiliates which, when taken together with all other Property of the Borrower and the Guarantors its Subsidiaries, Qualifying Investment Affiliates and Special Qualifying Investment Affiliates so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action Condemnation occurs, constitutes a Substantial PortionPortion of their Property.
7.9 8.10 The Borrower or any Guarantor of its Subsidiaries or any Qualifying Investment Affiliate or Special Qualifying Investment Affiliate shall fail within thirty sixty (3060) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) any judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies an amount which, when added to all other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually outstanding against the Borrower or any Subsidiary or any Qualifying Investment Affiliate would exceed $10,000,000 in the aggregate, would reasonably be expected to which have a Material Adverse Effect, which judgment(s), in any such case, is/are not been stayed on appeal or otherwise being appropriately contested in good faith, unless the liability is insured against and the insurer has not challenged coverage of such liability.
8.11 The Borrower or any action other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan, the PBGC or other party that it has incurred withdrawal liability or is in default of payments to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be legally taken paid to Multiemployer Plans by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) or amounts in default, exceeds $250,000 or requires payments exceeding $100,000 per annum.
8.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or the PBGC or other party 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 enforce any all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such judgmentMultiemployer 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 $250,000 per year.
(ai) With A Reportable Event shall occur with respect to a Plan, the Borrower or (ii) any Plan shall incur an ERISA Affiliate is subject to a lien accumulated funding deficiency (as defined in excess of $5,000,000 pursuant to Section 430(k) 412 of the Code or Section 302(c) 302 of ERISA ERISA), whether or Title IV not waived, or fail to make a required installment payment on or before the due date under Section 412 of the Code or Section 302 of ERISA, or (biii) an ERISA Event Borrower or a member of the Controlled Group shall have occurred that, engaged in the opinion a nonexempt prohibited transaction under Section 4975 of the Required LendersCode or Section 406 of ERISA, or (iv) Borrower or any member of the Controlled Group shall fail to pay when taken together due an amount which it shall have become liable to pay to the PBGC, or any Plan, any Multiemployer Plan, or (v) Borrower or any member of the Controlled Group shall have received a notice from the PBGC of its intention to terminate a Plan or to appoint a trustee to administer a Plan, or Multiemployer Plan, or a condition exists by reason of which the PBGC would be entitled to obtain a decree adjudicating that a Plan must be terminated, or (vi) any other event or condition shall occur or exist with all other ERISA Events that have occurredrespect to any employee benefit plan (as defined in Section 3(3) of ERISA) or Plan or any Multiemployer Plan, would which could reasonably be expected to subject Borrower or any member of the Controlled Group to any tax, penalty or other liability or the imposition of any lien or security interest on Borrower or any member of the Controlled Group, provided, however, that any event or circumstance in Sections 8.13(i) through (vi) shall only be an Event of Default if it would result in a Material Adverse Effect.
7.11 Any Change liability to Borrower in Control shall occur.
7.12 The occurrence excess 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.$250,000 per year; or
Appears in 1 contract
Sources: Unsecured Revolving Credit Agreement (Centerpoint Properties Trust)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Commitment Fee or LC Fee within five (5) days of when duewritten notice (which may include the invoice therefor) from Administrative Agent or the applicable LC Issuer or Lender and (iii), or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 7.3. The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)Sections 6.2, 6.3(a), (b) Section 6.2 6.12, 6.13, 6.14, 6.15, 6.16, 6.18, 6.19, 6.20, 6.21, 6.22 or (c) Section 6.7(c).6.23
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier 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 7.5. Failure of the Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency Governmental Authority shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 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 40,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)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, 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 10,000,000 pursuant to Section 430(k) of the Code or Section 302(c303(k) 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, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.11. Any Change in Control shall occur.
7.12 7.12. 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 AgreementAgreement or other than a breach which constitutes an Event of Default under another Section of this Article VII), which default or breach continues beyond (A) thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach or, (B) if greater, any period of grace therein providedprovided in such Loan Document.
7.13 7.13. Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this AgreementAgreement (including the exhibits attached hereto), any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when dueCommitment Fee, or (iii) any other obligation under any of the Loan Documents within five two (52) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes due (provided, such two (2) Business Day grace period shall not apply to payments due on the Facility Termination Date).
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d)6.1(a), (b) Section 6.2 6.1(b), 6.1(c), 6.1(d), 6.1(i), 6.1(j), 6.2, 6.3, 6.4, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24 or (c) Section 6.7(c)6.25.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer an officer of the Borrower becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 Failure of the Borrower or any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.5. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial 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 judgment7.6. [Intentionally omitted.]
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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, would could reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change 7.8. 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 Control shall occurany 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 7.9. 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 period of grace therein provided.
7.13 7.10. Any Loan Document (or any material provision thereof) 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 GuarantyLoan Document (or any material provision thereof), or any Guarantor 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 shall give notice to such effect.
7.11. 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 the terms hereof, 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, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document 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 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 pursuant 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
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made by the Company or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, and shall have failed to cure not be remedied within three Business Days after written notice from the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to BorrowerAgent.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) nonpayment of interest on any Loan or of any facility fee, LC Fee or any other obligation payment obligations under any of the Loan Documents within five (5) days three Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is duebecomes due (unless such Loan has been rolled over as provided in this Agreement).
7.3 The breach by the Borrower or any Guarantor of any of the covenants set forth in (a) Section 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 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)which is not remedied within three Business Days after written notice from the Agent.
7.4 The breach by the Borrower or any Guarantor (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 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 thirty (30) 15 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachAgent.
7.5 Failure of the Borrower Company or any Guarantor of its Subsidiaries to pay when due any payment of principal Indebtedness or interest or any other material Swap Agreement Obligations (valued by reference to the amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueNet Mark-to-Market Exposure) aggregating in excess of $25,000,000 (“Material Indebtedness”); or the default by the Borrower Company or any Guarantor of its Subsidiaries 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 Agreement if 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(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture 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 the Federal bankruptcy laws as now any existing or hereafter in effect future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolventinsolvent 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, limited liability company or partnership 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 the its application, approval or consent of the Borrower or any Guarantorconsent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Guarantor 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 Borrower Company or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 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 ofof (each a “Condemnation”), all or any portion of the Property of the Borrower and the Guarantors Company or any of its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action Condemnation occurs, constitutes a Substantial PortionPortion and could reasonably be expected to have a Material Adverse Effect.
7.9 The Borrower Company or any Guarantor of its Subsidiaries shall fail within thirty (30) 90 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect25,000,000, which judgment(s), in any such case, is/are is not stayed on appeal 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 otherwise being appropriately contested amounts aggregating in good faithexcess of $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 $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 $125,000,000.
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 attach discontinue or levy upon assert the invalidity or unenforceability of any assets of the Borrower Guaranty or any Guarantor denies that it has any further liability under any Guaranty to enforce any which it is a party, or gives notice to such judgmenteffect.
7.13 Any Collateral Document shall for any reason (a) With respect to a Plan, other than solely as the Borrower result of an act or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) omission of the Code Agent or Section 302(ca Lender) 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 ERISA this Agreement or Title IV any Collateral Document, or, due to any action by the Company or any of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of its Subsidiaries not consented to by the Required Lenders, 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 occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any Guarantor of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any GuarantyCollateral Document, or the Company or any Guarantor shall deny that it has fail to comply with any further liability under of the terms or provisions of any Guaranty to which it is a party, or shall give notice to such effectCollateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any Facility Fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Sections 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 or 6.20; or the breach by the Borrower of any of the terms or provisions of Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 6.1 which is not remedied within five Business Days after written notice from the Agent or (c) Section 6.7(c)any Lender.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal or interest or any other material amount in respect of any $5,000,000 ("Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness"); or the default by the Borrower or any Guarantor of its Subsidiaries 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 66 under which any such Material Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 30 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, 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 $25,000,000 5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made as of which made.
7.2 (a) Nonpayment of principal of any Loan when due, (b) nonpayment of any Reimbursement Obligation after the same becomes due, (c) nonpayment of interest upon any Loan or confirmed andany stated fees set forth herein or in the Fee Letters, with respect to in each case, within five (5) Business Days after the same become due and (d) nonpayment of other obligations under this Agreement or any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false Loan Documents within thirty (30) days after notice thereof by Administrative Agent to Borrowerthe same become due.
7.2 Nonpayment of (ia) principal The breach by the Borrower of any Loan when dueof the terms or provisions of Section 6.2, 6.3 or 6.16, (b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.1.2, 6.1.3, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee 6.1.8 which is not remedied within five (5) days of when due, Business Days after written notice thereof is given by the Agent or a Lender to the Borrower or (iiic) any other obligation under the breach by the Borrower of any of the Loan Documents within terms or provisions of Section 6.9, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 after the earlier of (i) five (5) days Business Days after written notice thereof is given by the Agent or a Lender to the Borrower and (which may include ii) the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach date an Authorized Officer becomes aware of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c)such Default.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given by the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) Agent or a Lender to the Administrative Agent notifying the Borrower of any such breachBorrower.
7.5 (a) Failure of the Borrower or any Guarantor Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such ) any Material Indebtedness; or (b) the Borrower or any Subsidiary shall default (after giving effect to any applicable grace period) in the observance or performance of any material term, provision covenant or condition contained in any Material Indebtedness Agreement if the effect of which default is agreement relating to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of and, as 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 commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become duematurity.
7.6 The Borrower or any Guarantor of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty ninety (6090) consecutive days.
7.8 Any court, government A judgment or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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 court order for the payment of money in excess of $25,000,000 40,000,000 shall be rendered against the Borrower or any 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 (or the equivalent thereof in currencies other than Dollars45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate (net of amounts fully covered by insurance), reasonably be expected to result in a Material Adverse Effect or (ii) nonmonetary judgments or orders which, individually or any Reportable Event shall occur in the aggregate, would connection with any Plan that 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 Guarantor 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 $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10 Any Change in Control shall occur.
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, pursuant to 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 $65,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 The occurrence of Borrower or any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any member of the terms Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or provisions is being terminated, within the meaning of any Loan Document 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 (other than this Agreement)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 default the reorganization or breach continues beyond any period of grace therein providedtermination occurs by an amount exceeding $65,000,000.
7.13 Any Loan Document shall fail to remain in full force or effect or any action shall be taken by any Guarantor to discontinue or the Borrower to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effectLoan Document.
Appears in 1 contract
Sources: Credit Agreement (Oge Energy Corp.)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent Lender under or in connection with this Agreement, any Credit ExtensionAdvance, any Letter of Credit, any Application or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan the Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon the Note or of any Loan, any Unused Fee commitment fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) Borrowing Days after the same becomes due.
7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3, 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 6.20 which is not remedied within 10 days after written notice (which may include from the invoice therefor) from Administrative Agent that the same is dueLender.
7.3 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of Indebtedness (other than the Obligations) in an aggregate principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date exceeding $2,000,000 when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement or agreements under which any Indebtedness Agreement if (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 default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Domestic Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 substantial part of its Propertyproperty, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Domestic Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Domestic Subsidiaries or any Substantial Portion substantial part of their Propertyits property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Domestic Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (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 condemn, seize or otherwise appropriate, or take custody or control of, of all or any substantial portion of the Property property of the Borrower and the Guarantors which, when taken together with all other Property or any of the Borrower and 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 action occurs, constitutes a Substantial Portionits Subsidiaries.
7.9 7.10. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect1,000,000, which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, .
7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $10,000,000; or any action Reportable Event shall be legally taken by a judgment creditor to attach occur in connection with any Plan; or levy upon any assets of the Borrower or any Guarantor other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to enforce any such judgment.
(a) With respect Multiemployer Plan in an amount which, when aggregated with all Unfunded Liabilities of all Single Employer Plans and all other amounts required to a Plan, be paid to Multiemployer Plans by the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group as withdrawal liability, exceeds $10,000,000.
7.12. Any court, government or Section 302(cgovernmental agency shall find or hold, or formally notify the Borrower or any Subsidiary, that the Borrower or any Subsidiary (i) of ERISA has violated any federal, state or Title IV of ERISAlocal environmental, health or safety law or regulation, or (bii) an ERISA Event shall have occurred thatbears 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 the opinion of the Required Lendersany manner in connection with any such release; and such finding, when taken together with all other ERISA Events that have occurred, would holding or notification could reasonably be expected (taking into account the expected outcome of any legal appeals available to result in 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 Effectmaterial adverse effect on the ability of the Borrower to perform its obligations under the Loan Documents.
7.11 7.13. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Aar Corp)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Section 8.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or shall fail to pay when due any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrower.
7.2 Nonpayment of (i) principal of any Loan Loan, shall fail to pay within one Business Day of when due, or (ii) due any Reimbursement Obligation, or shall fail to pay within three Business Days of when due any interest upon on any Loan, Loan or any Unused LC Fee or LC Fee within five (5) days of when dueother fee or other amount payable hereunder; or
Section 8.2 The Company shall fail to observe or perform any covenant contained in Sections 6.1(d), Section 6.3, Section 6.4, Section 6.9, Sections 7.1 through 7.10, inclusive, Section 7.12 or (iii) Section 7.13; or
Section 8.3 The Company shall fail to observe or perform any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 The breach of any of the covenants set forth covenant or agreement contained in (a) Section 6.19 this Agreement (other than as provided in those covered by Section 6.19(d)8.1 or 8.2 above), (b) Section 6.2 or (c) Section 6.7(c).
7.4 The breach by the Borrower (Company or any Subsidiary shall fail to observe or perform any covenant or agreement contained in any other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within Loan Document, for thirty (30) days after the earlier of (i) any Senior Officer becoming aware the first day on which a responsible officer of any the Company or Subsidiary has knowledge of such breach and failure, or (ii) written notice thereof has been given to the Administrative Agent notifying the Borrower of any such breach.Company or Subsidiary by a Lender; or
7.5 Failure Section 8.4 Any representation, warranty, certification or statement made or deemed made by or on behalf of the Borrower Company in Article 5 or by or on behalf of the Company or any Guarantor Subsidiary in, under or in connection with any Loan Document, or any certificate, financial statement or other document delivered pursuant to pay any Loan Document, shall prove to have been incorrect in any material respect when due made (or deemed made); or
Section 8.5 The Company or any Subsidiary shall fail to make any payment of principal or interest or any other material amount in respect of Indebtedness outstanding (other than the Loans) in an aggregate amount in excess of $20,000,000 when due or within any Material Indebtedness within fifteen (15) days applicable grace period; or
Section 8.6 Any event or condition shall occur which results in the acceleration of the maturity of Significant Obligations or the purchase of Significant Obligations by the Company (or its designee) or such greater applicable grace period as is provided in Subsidiary (or its designee) prior to the applicable Material Indebtedness Agreementscheduled maturity thereof or enables (or, with the giving of notice or lapse of time or both, would enable) the holders of Significant Obligations or any Person acting on such holders’ behalf to accelerate the date when due; maturity thereof or require the default purchase thereof by the Borrower Company (or its designee) or such Subsidiary (or its designee) prior to the scheduled maturity thereof, without regard to whether such holders or other Person shall have exercised or waived their right to do so, or any 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 Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor Significant Obligations 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 Borrower or
Section 8.7 The Company or any Guarantor Subsidiary shall not commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any Substantial Portion of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) shall take any corporate, limited liability company or partnership corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 foregoing, or (vi) shall fail to contest in good faith any appointment or proceeding described in Section 7.7.8.8; or
7.7 Without Section 8.8 An involuntary case or other proceeding shall be commenced against the application, approval or consent of the Borrower Company or any GuarantorSubsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, trusteeliquidator, examiner, liquidator custodian or other similar official shall be appointed for the Borrower or any Guarantor of it or any Substantial Portion of their Propertyits property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged involuntary case or such other proceeding continues shall remain undismissed or and unstayed for a period of sixty 45 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or
Section 8.9 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 result in liability of the Company and its Subsidiaries in an aggregate amount exceeding (60i) consecutive $20,000,000 in any Fiscal Year or (ii) $40,000,000 in the aggregate from and after the Effective Date; or
Section 8.10 One or more judgments or orders for the payment of money in an aggregate amount in excess of $20,000,000, or one or more nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, shall be rendered and finally adjudicated against the Company or any Subsidiary, and such judgment(s) or order(s) shall continue unsatisfied and unstayed for a period of 45 days.; or
7.8 Section 8.11 A federal tax lien shall be filed against the Company under Section 6323 of the Code or a lien of the PBGC shall be filed against the Company under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of 25 days after the date of filing; or
Section 8.12 Any Change in Control shall occur; or
Section 8.13 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower Company and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower Company and the Guarantors 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 action occurs, constitutes a Substantial Portion.; or
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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 8.14 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect; or
Section 8.15 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 any Borrower 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
Defaults. The occurrence of any one or more of the following events shall constitute 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 any Borrower or any of its Guarantors Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee commitment fee or LC Fee within five (5) days of when dueFee, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by any Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.22, 6.23, 6.24 or (c) Section 6.7(c)6.25.
7.4 7.4. The breach by the any Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier Parent’s receipt of (i) any Senior Officer becoming aware written notice of any such breach and (ii) from the Administrative Agent notifying the Borrower or a Lender.
7.5. Failure of any such breach.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the any Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the any Borrower or any Guarantor 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 any Borrower or any Guarantor 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 7.6. Any Borrower or any Guarantor Active Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Property of the Parent and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company corporate or partnership 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 the application; provided, approval however, that should three (3) or consent more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.6, an Event of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official Default shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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 deemed 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 judgmentoccurred hereunder.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Arcbest Corp /De/)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when within two Business Days after the same becomes due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, nonpayment of interest upon any Loan within five Business Days after the same becomes due, or (ii) nonpayment of any Reimbursement Obligationfacility fee, interest upon any Loanutilization fees, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five Business Days after the Borrower’s receipt of the applicable invoice (5) days or, if invoiced before the due date, after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due).
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or (c) Section 6.7(c)6.18.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) or any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness or Rate Management Obligation aggregating in excess of principal or interest or any other material amount in respect of any $125,000,000 (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any Guarantor of its Subsidiaries 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 Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 15,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an 7.10. 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, would could reasonably be expected to have a Material Adverse Effect.
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 become subject to the required payment of a 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 result in a Material Adverse Effect.
7.11 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, or is in endangered or critical status within the meaning of Section 305 of ERISA, if as a result of such reorganization, termination, endangered status or critical status, 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, or in endangered or critical status 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, termination, endangered status or critical status occurs by an amount which could reasonably be expected to result in a Material Adverse Effect.
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.
7.14. Any Change in Control shall occur.
7.12 7.15. 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 period of grace therein provided.
7.13 7.16. Any Loan Document Guaranty required hereunder 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, or any Guarantor required to be a party to a Guaranty shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any such Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct.
Appears in 1 contract
Sources: Credit Agreement (Marzetti Co)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement ObligationObligation within one Business Day after the same becomes due, or nonpayment of interest upon any LoanLoan or of any commitment fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.1, (b) Section 6.2 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, or (c) Section 6.7(c)6.29.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 15 days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided ) any Indebtedness aggregating in such excess of $2,500,000 ("Material Indebtedness"); or the default by the Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any material term, provision or condition contained in any agreement under which any such Material Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 -47- 55 reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors or any Subsidiary which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 .
7.10. The Borrower or any Guarantor 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 $5,000,000 pursuant to Section 430(k) member of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, Controlled Group has incurred in the opinion aggregate Unfunded Liabilities of the Required Lenders, when taken together with all other ERISA Events that have occurred, would Single Employer Plans by an amount which could reasonably be expected to result 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.
7.11 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), 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 (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.
7.14. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 7.15. Any Loan Document Guaranty 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, 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 shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
7.16. The representations and warranties set forth in Section 5.15 ("Plan Assets; Prohibited Transactions") shall at any time not be true and correct.
Appears in 1 contract
Sources: Credit Agreement (Centex Construction Products Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
8.1 Nonpayment of any principal payment on any Note. Within five (5) Business Days of the Borrower's receipt of written notice from the Agent (provided that the final payment due on maturity of any Note for which no notice is required); provided, however, once such written notice has been given, whether or not such payment is made, no further written notice will be required in that same calendar year for any subsequent nonpayment of principal on any Note in order for such nonpayment to constitute a Default.
8.2 Nonpayment of (a) interest upon any Note. Any Amendment Fee (or similar fee), Facility Letter of Credit Fee, Unused Credit Fee, or other fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (b) any other payment Obligation under any of the Loan Documents within five (5) Business Days of the Borrower's receipt of written notice from the Agent provided, however, once such written notice has been given, whether or not such payment is made, no further written notice will be required in that same calendar year for any subsequent nonpayment of another payment Obligation in order for such nonpayment under this Section 8.2 (b) to constitute a Default.
8.3 The breach of any of the terms or provisions of Sections 7.1(c), (d) and (e), 7.2(b) , 7.6, 7.10, 7.11, 7.12, 7.13, 7.14, 7.16, 7.17, 7.18, 7.19, 7.20, or 7.21, or a breach of any of the terms or provisions of Section 7.1 (other than as set forth above) which remains uncured for ten (10) Business Days after the Borrower's receipt of written notice from the Agent, provided, however, in the event such breach of Section 7.18 results from an Event adjustment by the Required Lenders in the Applicable Cap Rate, such breach shall not constitute a Default hereunder if within six (6) months from the date of Default such adjustment in the Applicable Cap Rate, the Borrower either reduces the Allocated Facility Amount to a sum equal to or less than the Borrowing Base (eachin which case the Aggregate Commitment Amount of the Facility shall be presumably reduced unless the Lenders otherwise agree), an “Event of Default”):or provides additional Collateral satisfactory to the Lenders necessary to restore compliance.
7.1 8.4 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this AgreementAgreement (other than Section 6.24 and a Property Breach unless such breach causes a Default under another provision of this Article VIII), any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due, or (iii) any other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is due.
7.3 8.5 The breach of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) Section 6.2 or (c) Section 6.7(c).
7.4 The breach by the Borrower (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier of days, or ninety (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 Borrower or any Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (1590) days (or such greater applicable grace period as for a breach which is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of curable but cannot be cured within thirty (30) days but is being diligently cured, after the receipt of written notice from the Agent.
8.6 Any default by the Borrower, any Guarantor, any Qualified Borrower or any Investment Affiliate (to the extent the Indebtedness is recourse to such Person), or any of their Subsidiaries (after applicable grace period with respect thereto, if any, provided in such Material Indebtedness) of any material term, provision or condition contained in any Material Indebtedness Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(scure periods) under any Material Indebtedness Agreement other loan documents relating to cause ten percent (10%) or more any of such Material Persons in connection with any Indebtedness to become due prior to its stated maturity or other than the Obligations aggregating in excess of $50,000,000.
8.7 The Borrower, any commitment to lend under Guarantor, any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Qualified Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased Investment Affiliate that is not a Subsidiary (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 8.7, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.78.8, or (g) not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.7 Without the application, approval or consent of the Borrower or any Guarantor, a 8.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower, any Guarantor, any Qualified Borrower or any Guarantor Investment Affiliate that is not a Subsidiary, or any Substantial Portion Subsidiary or any portion of their Propertyits property, or a proceeding described in Section 7.6(iv8.7(d) shall be instituted against the Borrower or any Guarantor of them and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 8.9 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property Hotel Properties of the Borrower, any Guarantor, any Qualified Borrower and the Guarantors or any Investment Affiliates or any Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors their property so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action Condemnation occurs, constitutes a Substantial Portionsubstantial (as determined in the Agent's reasonable discretion) portion of their property.
7.9 8.10 The Borrower, any Guarantor, any Qualified Borrower or Investment Affiliate or any Guarantor Subsidiaries shall fail within thirty sixty (3060) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) any judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies an amount which, when added to all other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually or outstanding against any of them would exceed $10,000,000 in the aggregate, would reasonably be expected to which have a Material Adverse Effect, which judgment(s), in any such case, is/are not been stayed on appeal or otherwise being appropriately contested in good faith, unless the liability is insured against and the insurer has not challenged coverage of such liability.
8.11 The Borrower or any action other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan, the PBGC or other party that it has incurred withdrawal liability or is in default of payments to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be legally 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) or amounts in default, exceeds $250,000 or requires payments exceeding $100,000 per annum.
8.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or the PBGC or other party 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 $250,000 per year.
(a) A Reportable Event shall occur with respect to a judgment creditor Plan, or (b) any Plan shall incur an accumulated funding deficiency (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, or fail to attach make a required installment payment on or levy upon before the due date under Section 412 of the Code or Section 302 of ERISA, or (c) the Borrower or a member of the Controlled Group shall have engaged in a nonexempt prohibited transaction under Section 4975 of the Code or Section 406 of ERISA, or (d) the Borrower or any member of the Controlled Group shall fail to pay when due an amount which it shall have become liable to pay to the PBGC, or any Plan, any Multiemployer Plan, or (e) Borrower or any member of the Controlled Group shall have received a notice from the PBGC of its intention to terminate a Plan or to appoint a trustee to administer a Plan, or Multiemployer Plan, or a condition exists by reason of which the PBGC would be entitled to obtain a decree adjudicating that a Plan must be terminated, or (f) any other event or condition shall occur or exist with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) or Plan or any Multiemployer Plan, which could reasonably be expected to subject the Borrower or any member of the Controlled Group to any tax, penalty or other liability or the imposition of any lien or security interest on the Borrower or any member of the Controlled Group, provided, however, that any event or circumstance in Section 8.13(a) through (f) shall only be an Event of Default if it would result in liability to Borrower in excess of $250,000 per year; or (g) the assets of the Borrower or any Guarantor become or are deemed to enforce be assets of an employee benefit plan (as defined in Section 3(3) of ERISA or a plan as defined in Section 4975 of the Code). No Default under this Section 8.13 shall be deemed to have been or be waived or corrected because of any such judgmentdisclosure by the Borrower.
8.14 Failure to remediate within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of applicable law (a) With respect related to a PlanCollateral Pool Properties of the Borrower, the any Guarantor, any Qualified Borrower or any Investment Affiliates or any Subsidiaries if the affected Collateral Pool Properties have an ERISA Affiliate is subject to a lien aggregate book value in excess of $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, 10,000,000 or (b) an ERISA Event shall have occurred thatwhere the estimated cost of remediation is in the aggregate in excess of $500,000, in the opinion of the Required Lenders, when taken together with each case after all other ERISA Events that administrative hearings and appeals have occurred, would reasonably be expected to result in a Material Adverse Effectbeen concluded.
7.11 Any Change in Control shall occur.
7.12 8.15 The occurrence of any “default”, as defined in default under any Loan Document (other than this Agreement) 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.
7.13 Any Loan Document shall fail 8.16 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ceases to remain in full force be a member of the Board of Directors of RFS Investors and a successor to ▇▇. ▇▇▇▇▇▇▇ approved by the Required Lenders is not appointed within four (4) months of ▇▇. ▇▇▇▇▇▇▇'▇ departure, demise or effect physical or any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.mental incapacitation. ARTICLE IX ACCELERATION,
Appears in 1 contract
Sources: Revolving Credit Agreement (RFS Hotel Investors Inc)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) nonpayment of any Reimbursement Obligation within two Business Days after the same becomes due (provided that the Borrower receives notice of the existence of such Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) days of when due), or (iii) nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.1, (b) Section 6.2 6.6, 6.7, 6.11, 6.12, 6.13, 6.14 or (c) Section 6.7(c)6.16.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 Failure of the Borrower or and/or any Guarantor Subsidiaries to pay when due any payment Indebtedness aggregating in excess of principal $25,000,000, or interest or the equivalent thereof in any other material amount in respect of any currencies (“Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or and/or any Guarantor Subsidiaries 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 Material Indebtedness Agreement was created or is governed, or any other event shall occur or condition exist, if the effect of which default such default, event or condition is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or and/or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in 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 debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company partnership or partnership similar 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 the application, approval or consent of the Borrower or any GuarantorSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor such Significant Subsidiary or any of its Property that, when combined with the Property of any of such Person’s Subsidiaries that is also the subject of any such appointment, constitutes a Substantial Portion of their Propertythe Property of such Person and its Subsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors or any Significant Subsidiary which, when taken together with all other Property of the Borrower such Person and the Guarantors its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial PortionPortion of the Property of such Person and its Subsidiaries.
7.9 The Borrower or and/or any Guarantor Subsidiaries, as applicable, shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, 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 Dollarsany currencies) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, which judgment(s)judgments or orders, in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 The Borrower and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any action shall be legally taken by a judgment creditor to attach other Person of any toxic or levy upon any assets of hazardous waste or substance into the Borrower or any Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISAenvironment, or (bii) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (i) or clause (ii), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The occurrence Borrower and/or any ERISA Affiliates thereof incur any liability to the PBGC pursuant to Title IV of any “default”, as defined in any Loan Document ERISA (other than this Agreementliability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the breach aggregate pursuant to Title IV of ERISA, or the Borrower and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan (determined as of the terms or provisions date of any Loan Document (other than this Agreement), which default or breach continues beyond any period notice of grace therein providedsuch withdrawal liability) in excess of $10,000,000 in the aggregate.
7.13 Any Loan Document shall fail of the following events occurs with respect to remain in full force or effect any Benefit Plan of the Borrower or any action shall be taken ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other payment (within the meaning of section 302(f) of ERISA), (c) the appointment of a trustee to administer any such Benefit Plan, (d) the institution by the PBGC of proceedings to terminate any Guarantor to discontinue such Benefit Plan, (e) the implementation by the Borrower or to assert the invalidity or unenforceability any ERISA Affiliate thereof of any Guarantysteps to terminate any such Benefit Plan, or (f) the receipt of notice by the Borrower or any Guarantor shall deny ERISA Affiliate thereof that it has any further Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower and/or any ERISA Affiliates thereof to liability under any Guaranty to which it is a party, or shall give notice to such effectin excess of $25,000,000 in the aggregate.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any written representation or warranty made made, or deemed made pursuant to Section 4.2, by or on behalf of the Borrower or any of its Guarantors the Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered 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 as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 Nonpayment of (ia) principal of any Loan Revolving Credit Note when due, (b) principal of any Swing Note (i) within five Business Days of when due if the Aggregate Revolving Credit Commitment minus the Aggregate Exposure Amount (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, or (iic) any Reimbursement Obligation, interest upon any Loan, Note or any Unused Fee facility fee or LC Fee within five (5) days of when due, other fee or (iii) any other obligation obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by any of the Borrowers of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) terms or provisions of Section 6.2 or (c6.3(a) Section 6.7(c)or Sections 6.09 through 6.20.
7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2, or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 Failure of the Borrower or The default (after any 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreementperiod) of the date when due; or the default by the Borrower or any Guarantor of the Subsidiaries 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 provision, or condition contained in any Material agreement or agreements under which any Indebtedness Agreement if the effect aggregating in excess of which default $20,000,000 is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.outstanding or
7.6 The Borrower or any Guarantor of the Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 liquidator, or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment adjustment, or composition of it or its debts under any law relating to bankruptcy, insolvency insolvency, or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate, limited liability company or partnership 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 7.7, 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 the application, approval approval, or consent of the Borrower or any Guarantorof the Subsidiaries, a receiver, trustee, examiner, liquidator liquidator, or similar official shall be appointed for the Borrower or any Guarantor of the Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any Guarantor of the Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court, government government, or governmental agency shall condemn, seize seize, or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action Condemnation occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of the Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect tobond, or otherwise discharge one any judgment or more (i) judgments or orders order for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance), or (ii) nonmonetary multiple judgments or orders which, individually or for the payment of an aggregate amount in the aggregate, would reasonably be expected to have a Material Adverse Effectexcess of $20,000,000), which judgment(s), in any such case, is/are is not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor faith and as to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgmentwhich no enforcement actions have been commenced.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 7.10 Any Change in Control shall occur.
7.12 7.11 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 period of grace therein provided.
7.13 Any Loan Document Parent Guaranty 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 the Parent Guaranty, or the Borrower shall fail to comply with any Guarantor of the terms or provisions of the Parent Guaranty or shall deny that it has any further liability under any the Parent Guaranty to which it is a party, or shall give gives notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or written information delivered in connection with this Agreement or any other Loan Document shall (i) if subject to materiality qualifications, be false in any respect on the date as of which made or confirmed or (ii) if not subject to materiality qualifications, be materially false on the date as of which made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Loan or of any Commitment Fee, Standby LC Fee or other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.4, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20 or (c) Section 6.7(c)6.21.
7.4 7.4. The breach by the Borrower (other than a breach which that constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which that is not remedied within thirty (30) 30 days after the earlier of (i) any Senior Officer becoming Borrower becomes aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueIndebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor Subsidiary with assets of 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 the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor Subsidiary with assets of 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 its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors whichits Subsidiaries that, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 60 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 50,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net of excluding any amounts fully covered by insurance), or (ii) nonmonetary judgments or orders whichthat, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 50,000,000 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 ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan Document, or any certificate or information document required to be delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Loan or of any Unused Fee facility fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d))terms or provisions of Sections 6.2, (b) Section 6.2 6.3, 6.10, 6.11, 6.12, 6.13 or (c) Section 6.7(c)6.14.
7.4 The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice from the earlier of Administrative Agent or any Lender; provided that if (i) any Senior Officer becoming aware of any such breach failure cannot, with diligence, be cured within thirty (30) days but cure is possible and (ii) the Administrative Agent notifying defaulting party is diligently proceeding to cure such failure, then the Borrower period for cure will be extended for the period necessary to effect such cure, but not in excess of any such breachsixty (60) days.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of principal or interest or any other material amount in respect (after giving effect to the expiration of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as and after the receipt of notice if any is provided required) any Indebtedness (other than the Loans) aggregating in the applicable excess of $75,000,000 (“Material Indebtedness Agreement) of the date when dueIndebtedness”); or the default by the Borrower or any Guarantor of its Subsidiaries in the performance (beyond after giving effect to the greater expiration of thirty (30) days or the applicable any grace period with respect thereto, and after the receipt of notice if any, provided in such Material Indebtednessany is required) of any material term, provision or condition contained in any agreement under which any such Material Indebtedness Agreement if was created or is governed, the effect of which default is to permit cause the holder(s) of such Material Indebtedness holder or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more holders of such Material Indebtedness to become due prior to its stated accelerate the maturity of such Material Indebtedness; or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor of its Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Significant Subsidiaries or any its Property (to the extent such Property constitutes a Substantial Portion of their PropertyPortion), or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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 One or more (i) judgments or orders for the payment of money (to the extent not covered by insurance or indemnity) in excess of $25,000,000 75,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate (net shall be rendered against the Borrower or any 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 Effectits Significant Subsidiaries, which judgment(s), in any such case, is/are shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not stayed on be effectively stayed, vacated or bonded pending appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor .
7.9 Any Reportable Event which would result in liability to attach or levy upon any assets of the Borrower or any Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien its Subsidiaries of in excess of $5,000,000 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 430(k4041 of ERISA, (ii) the imposition of a Lien or security interest under Section 412(n) of the Code or under Section 302(c302(f) of ERISA or Title IV of ERISA, or (biii) the imposition of withdrawal liability to Multiemployer Plans that would result in an ERISA Event shall have occurred that, increase in the opinion annually required contributions to such plans by the Borrower or any member of the Required Lenders, when taken together with all other ERISA Events Controlled Group such that have occurred, would reasonably be expected 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 which the Borrower or any Subsidiary is an Affected Party (as so defined) and the Rate Management Termination Value owed by the Borrower or such Subsidiary as a result in a Material Adverse Effectthereof is greater than $50,000,000.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Wrigley Wm Jr Co)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders Lenders, the Issuer or the Administrative Agent under or in connection with this Agreement, any Credit Extension, any LC Application or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note or of any Reimbursement Obligation when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee facility or LC Fee within five (5) days of when due, utilization fee or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 6.3, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.20 or (c) Section 6.7(c)6.21.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or the breach by the Borrower or any Subsidiary Co-Applicant of any of the terms or provisions of any LC Application which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent, the Issuer or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment of principal or principal, interest or other amounts under any other material Indebtedness the aggregate principal amount in respect of any Material Indebtedness within fifteen (15) days (or which at the time of such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when duefailure exceeds $1,000,000; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any Indebtedness Agreement if the aggregate principal amount of which at the time of such default exceeds $10,000,000 was created or is governed, or any other event shall occur or condition exist, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more the aggregate principal amount of the Material Indebtedness which exceeds $10,000,000 of the Borrower or any Guarantor 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 Borrower or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any 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 the application, approval or consent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor or any Substantial Portion of their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial 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.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 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 ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerdeemed made.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five (5) days of when one Business Day after the same becomes due, or (iii) interest upon any Loan or any Commitment Fee, LC Fee or other obligation Obligations under any of the Loan Documents within five (5) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is such interest, fee or other Obligation becomes due.
7.3 The breach by the Borrower of any of the covenants set forth in (a) terms or provisions of Section 6.19 (other than as provided in Section 6.19(d))6.2, (b) Section 6.2 or (c) Section 6.7(c)6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 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 the Borrower (other than a breach which constitutes an Event of a Default under another Section of 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 thirty (30) days after the earlier to occur of (ix) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach.
7.5 Failure of the Borrower or any Guarantor of its Subsidiaries 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 such greater subject to any applicable grace period as is provided with respect thereto, if any, set forth in the applicable Material Indebtedness AgreementAgreement evidencing such Material Indebtedness) which failure has not been (i) timely cured and (ii) waived in writing by the requisite holders of the date when duesuch Material Indebtedness; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if 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 default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor 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 Borrower or any Guarantor 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 Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 faithfaith or otherwise not covered by a creditworthy insurer or indemnitor.
7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed $1,000,000 in the aggregate, or any action Reportable Event shall be legally taken occur in connection with any Plan.
7.11 Nonpayment by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor to enforce Subsidiary of any such judgment.
(a) With respect to a PlanRate Management Obligation, when due or the breach by the Borrower or an ERISA 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 subject to a lien in excess party thereto.
7.12 Any Change of $5,000,000 Control shall occur.
7.13 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, pursuant to Section 430(k) 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 Code Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or Section 302(c) requires payments exceeding $1,000,000 per annum.
7.14 The Borrower or any other member of ERISA 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 (btaken as a whole) an ERISA Event shall to all Multiemployer Plans which are then in reorganization or being terminated have occurred thatbeen or will be increased, in the opinion 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 $1,000,000.
7.15 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 resulted in liability to the Borrower or any of its Subsidiaries in an amount equal to $3,000,000 or more, which liability is not paid, bonded or otherwise discharged within 45 days or which is not stayed on appeal and being appropriately contested in good faith.
7.16 Other than pursuant to any transaction permitted by this Agreement or consented to by the Required Lenders, 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 occur.
7.12 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 period of grace therein provided.
7.13 Any Loan Document shall fail to remain in full force or effect or any action shall be taken by any Guarantor or shall be failed to be taken to discontinue or to assert the invalidity or unenforceability of any Guarantyof, or which results in the discontinuation or invalidity or unenforceability of, any Guarantor shall deny that it has Loan Document or any further liability Lien in favor of the Administrative Agent under any Guaranty to which it is a partythe Loan Documents, or such Lien shall give notice not have the priority contemplated by the Loan Documents.
7.17 A Healthcare Event shall occur.
7.18 The Borrower shall fail, on or before January 15, 2004, to such effectrepay in full, and extinguish all of its obligations related to, the Indebtedness under the Borrower's 6% Convertible Subordinated Notes.
Appears in 1 contract
Sources: Credit Agreement (Res Care Inc /Ky/)
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any of its Guarantors Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borroweris made or deemed made.
7.2 Nonpayment of (ia) 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) any Reimbursement Obligationwhen due if the Available Aggregate Commitments is less than the principal amount so due, (c) nonpayment of interest upon any LoanLoan or of any Commitment Fee, any Unused LC Fee or LC Fee within five (5) days of when due, or (iii) any other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due, or (d) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due.
7.3 The breach by any of the Borrowers of any of the covenants set forth in terms or provisions of Sections 6.2, 6.3 (a) Section 6.19 (other than as provided in Section 6.19(d)to the extent relating to the notice of a Default or Unmatured Default), (b) Section 6.2 or (c) Section 6.7(c)6.11, 6.12, 6.13, 6.15, 6.16, 6.18 and 6.20.
7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes an Event of a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after receipt by the earlier Parent of (i) any Senior Officer becoming aware of any such breach and (ii) written notice from the Administrative Agent notifying the Borrower of or any such breachLender.
7.5 (a) Failure of the Borrower Parent or any Guarantor Material Subsidiary 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided ) any principal of or interest or premium on any Indebtedness aggregating in such excess of $100,000,000 (“Material Indebtedness”); or (b) the default by the Parent or any Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any material term, provision or condition contained in any agreement under which any such Material Indebtedness Agreement if was created or is governed, or any other event shall occur or condition exist, the effect of which default or event or condition is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration datematurity; or ten percent (10%c) or more of the any Material Indebtedness of the Borrower Parent or any Guarantor 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 Borrower Parent or any Guarantor Material Subsidiary shall not pay, or shall 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 Borrower Parent or any Guarantor Material Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter 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 the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in 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 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, limited liability company 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 the application, approval or consent of the Borrower Parent or any Guarantor, Material Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any Guarantor Material Subsidiary or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 60 consecutive days.
7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower Parent and the Guarantors its Material Subsidiaries which, when taken together with all other Property of the Borrower Parent and the Guarantors 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower Parent or any Guarantor Material Subsidiary shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (ia) judgments or orders for the payment of money in excess of $25,000,000 100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of amounts fully covered by insurance)aggregate, or (iib) nonmonetary judgments or orders which, individually or in the aggregate, would 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 action Reportable Event that could reasonably be expected to have a Material Adverse Effect shall be legally taken by a judgment creditor to attach occur in connection with any Plan.
7.11 The Parent or levy upon any assets other member of the Borrower 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 Guarantor to enforce any other member of the Controlled Group as withdrawal liability (determined as of the date of such judgmentnotification), exceeds $100,000,000 or requires payments exceeding $25,000,000 per annum.
(a) With respect to a Plan, the Borrower 7.12 The Parent or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) any other member of the Code Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Section 302(c) is being terminated, within the meaning of ERISA or 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) an ERISA Event shall have occurred thatviolate any Environmental Law, which, in the opinion case of the Required Lendersan event described in clause (a) or clause (b), when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.14 Any Change in Control shall occur.
7.12 7.15 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 period of grace therein provided.
7.13 Any Loan Document Guaranty 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 the Guaranty, or the Parent shall fail to comply with any Guarantor of the material terms or provisions of the Guaranty to which it is a party, or the Parent shall deny that it has any further liability under any Guaranty to which it is a partythe Guaranty, or shall give notice to such effect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower or any of its Guarantors the other Loan Parties to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any 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 or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation, interest upon any Loan, any Unused Fee or LC Fee Obligation within five three (53) days of when Business Days after the same becomes due, or (iii) interest upon any Loan or of any Undrawn Fee, LC Fee or other obligation obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2(a), 6.9, 6.16, 6.17, 6.19, 6.20, 6.21, 6.22, or 6.23(f). By way of clarification, any failure to maintain or observe the financial covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)6.23(a), (b), (c), (d) Section 6.2 or (e) shall put the Term Out Provision under Section 2.25 hereof into effect, and Borrower must then comply with all the covenants and requirements set forth therein, including without limitation the principal amortization of the Aggregate Outstanding Credit Exposure in eighteen (18) equal monthly principal payments over the following eighteen (18) month period; provided, however, that a failure to comply with such subsections (a), (b), (c), (d) or (e) of Section 6.7(c6.23 shall not result in an Event of Default or otherwise result in an acceleration of the Loans or the LC Obligations, unless or until any other requirements of Section 2.25 hereof have not been met or satisfied by Borrower in response to such defaults (provided, however, that the foregoing shall not be construed to limit Administrative Agent’s and Lenders’ rights to accelerate the Obligations and exercise all remedies hereunder upon the occurrence of any other Events of Default under this Article VII). Any default by Borrower or failure to observe or comply with the financial covenants set forth in Section 6.23(f) shall constitute an immediate Event of Default under this Agreement.
7.4 The breach or failure by the Borrower or any other Loan Party (other than a breach or failure which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) any Senior Officer becoming Borrower becomes aware of any such breach; provided that (i) if such breach and or failure cannot, by its nature, be cured within such thirty (30) day period, (ii) Borrower commences efforts to cure such breach or failure within the Administrative Agent notifying initial thirty (30) day period and is diligently pursuing such cure, and (iii) the continuation of such breach or failure does not otherwise have a Material Adverse Effect, Borrower of any shall have up to an additional sixty (60) days in which to cure such breachfailure.
7.5 Failure of the Borrower or any Guarantor other Loan Party 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 such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when dueother than any purchase money Non-Recourse Indebtedness); or the default by the Borrower or any Guarantor other Loan Party 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 Material Indebtedness Agreement if (other than any agreement with respect to purchase money Non-Recourse Indebtedness), or any other event shall occur or condition exist, the effect of which default default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any such Material Indebtedness Agreement to cause ten percent (10%) or more of cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any such Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the any Material Indebtedness (other than any purchase money Non-Recourse Indebtedness) of the Borrower or any Guarantor other 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 Borrower or any Guarantor other Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws any Debtor Relief Laws as 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 the Federal bankruptcy laws any Debtor Relief Laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or 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 the application, approval or consent of the Borrower or any Guarantorof the other Loan Parties, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor such Person or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor such Person and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 [Reserved.]
7.9 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and 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 action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor Loan Parties shall fail within thirty (30) days to pay, obtain a stay with respect to, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) ), in the aggregate (net aggregate, exclusive of amounts fully covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would 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 Guarantor 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 $5,000,000 10,000,000 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 ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 [Reserved.]
7.12 Any Change in of Control shall occur.
7.12 7.13 The occurrence of any “default” or “Event of 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 applicable period of grace therein provided (provided, however, that should there not be any cure or grace period specified with respect to any “default” or “event of default” under any Loan Document that is not one of the Events of Default otherwise specified in this Article VII, Borrower shall have the cure period specified in Section 7.4 above with respect to such breach or default).
7.13 7.14 Any 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 the Guaranty, in whole or in part, or any GuarantyGuarantor 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 liability, in whole or in part, under any Guaranty to which it is a party, or shall give notice to such effect.
7.15 Any Borrowing Base Certificate proves to have been incorrect in any material respect when delivered to Administrative Agent; provided that, it shall not be an Event of Default under this Section 7.15 if (i) such incorrect Borrowing Base Certificate has been corrected by the delivery of a subsequent Borrowing Base Certificate within 10 days after the Borrower obtains knowledge of such inaccuracy, and (ii) the corrected Borrowing Base Certificate demonstrate that Borrower is in compliance with Section 2.2(a)
7.16 Any “Event of Default” (as defined therein) occurs under the Indenture, the Intercreditor Agreement, the Security Agreement, any Pari Passu Lien Credit Documents or any Pari Passu Lien Security Documents that is not cured within any applicable cure or grace period specified in such applicable document or agreement (and, if no such grace or cure period is specified, is not cured within the sooner to occur of (a) the cure period specified in Section 7.4 above, or (b) the date that the Collateral Agent commences enforcement actions or begins to exercise remedies under any of the Security Documents, as that term is defined in the Indenture).
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of a Default”)::
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter as of which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowermade.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, or (ii) any Reimbursement Obligation, nonpayment of interest upon any Loan, Note or of any Unused Fee fee or LC Fee within five (5) days of when due, or (iii) any other obligation Obligations under any of the Loan Documents within five (5) days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 7.3. The breach by the Borrower of any of the covenants set forth in (a) Section 6.19 (other than as provided in Section 6.19(d)), (b) terms or provisions of Section 6.2 or (c) Section 6.7(c)and Sections 6.10 through and including 6.18.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes an Event of a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the earlier of (i) Agent or any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breachLender.
7.5 7.5. Failure of the Borrower or any Guarantor of its Subsidiaries to pay when due any payment Indebtedness in excess of principal $25,000,000 individually or interest or any other material amount in respect of any Material Indebtedness within fifteen (15) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date aggregate when due; or the default by the Borrower or any Guarantor of its Subsidiaries 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 Material agreement under which any Indebtedness Agreement if in excess of $25,000,000 individually or in the aggregate was created or is governed, or any other event shall occur or condition exist, and continue after any applicable notice or grace period has expired, the effect of which default is to cause, or to permit the holder(s) holder or holders of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of cause, 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 ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor of its Subsidiaries in excess of $25,000,000 individually or 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) prior to the stated maturity thereof; or the Borrower or any Guarantor of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; provided that, notwithstanding anything to the contrary in this Section 7.5, the failure of the Borrower or any of its Subsidiaries to pay obligations on commercial paper issued by any of them when due, arising solely out of the inability of any of them to rollover or issue replacement commercial paper on the maturity date and the inability of the Borrower to borrow hereunder solely because of time and notice limitations on such date shall not be deemed a Default under this Section 7.5, so long as the Borrower or any such Subsidiary is able to cure any default under such commercial paper on the next day by a rollover or issue of replacement commercial paper on the next day or is able to pay such obligations on the next day (including, without limitation, with proceeds of the Loans hereunder so long as all of the conditions set forth in Section 4.2 hereof shall have been satisfied).
7.6 7.6. The Borrower or any Guarantor of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership 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 the application, approval or consent of the Borrower or any Guarantorof its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Subsidiaries or any Substantial Portion of their its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any Guarantor of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) 45 consecutive days.
7.8 7.8. Any court, government court or governmental agency Governmental Agency shall condemn, seize or otherwise appropriate, or take custody or control ofof (each a "Condemnation"), all or any portion of the Property of the Borrower and the Guarantors its Subsidiaries which, when taken together with all other Property of the Borrower and the Guarantors 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 action Condemnation occurs, constitutes a Substantial Portion.
7.9 7.9. The Borrower or any Guarantor of its Subsidiaries shall fail within thirty (30) 30 days to pay, obtain a stay with respect to, bond or otherwise discharge one any judgment or more (i) judgments or orders order 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 Effect10,000,000, which judgment(s), in any such case, is/are is 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 $30,000,000.
7.11. Any Reportable Event which, individually or in the aggregate with other Reportable Events then existing, could reasonably be expected to have a Material Adverse Effect shall occur in connection with any Plan.
7.12. The Borrower or any action of its Subsidiaries shall be legally taken the subject of any proceeding or investigation pertaining to the release by a judgment creditor to attach or levy upon any assets of the Borrower or any Guarantor 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 $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISAits Subsidiaries, or (b) an ERISA Event shall have occurred thatany 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, individually or in the opinion of the Required Lendersaggregate, when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in have a Material Adverse Effect.
7.11 7.13. Any Change in Control shall occur.
7.12 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 period of grace therein provided.
7.13 Any 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, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
Appears in 1 contract
Sources: Credit Agreement (Jostens Inc)
Defaults. The occurrence of any one or more of the following events shall constitute 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 Borrower REIT or any of its Guarantors Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or written information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrowerconfirmed.
7.2 7.2. Nonpayment of (ia) principal of any Loan or any Reimbursement Obligation when due, due or (iib) any Reimbursement Obligation, interest upon any Loan, any Unused Facility Fee or LC Fee within five (5) days of when dueFee, or (iii) any other obligation under any of the Loan Documents within five three (53) days Business Days after written notice (which may include the invoice therefor) from Administrative Agent that the same is becomes due.
7.3 (a) The breach by the REIT or any of its Subsidiaries of any of the covenants set forth in terms or provisions of Section 6.2, 6.3(a), 6.4(b)(i) (asolely with respect to the REIT, any other Parent Guarantor or the Borrower), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or 6.19; or (b) the breach by the REIT or any of its Subsidiaries of Section 6.19 6.4(b)(i) (solely with respect to any Loan Party (other than as provided in the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.19(d)), 6.1 which is not remedied within ten (b10) Section 6.2 or Business Days after the earlier of (ci) Section 6.7(c)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 the Borrower REIT or any of its Subsidiaries (other than a breach which constitutes an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (ia) any Senior Authorized Officer becoming aware of any such breach and (iib) the Administrative Agent notifying the Borrower of any such breach.
7.5 (a) Failure of the Borrower REIT or any Guarantor of its Subsidiaries to pay when due (after giving effect to all grace periods) any payment (whether of principal or principal, interest or any other material amount amount) in respect of any Material Indebtedness within fifteen Indebtedness, (15b) days (or such greater applicable grace period as is provided in the applicable Material Indebtedness Agreement) of the date when due; or the default by the Borrower REIT or any Guarantor of its Subsidiaries 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 Material Indebtedness Agreement if Agreement, or any other event shall occur or condition exist, the effect of which default default, event or condition under this clause (b) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; , or ten percent (10%c) or more any portion of the Material Indebtedness of the Borrower REIT or any Guarantor 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, however, that none of the following events will, in and of themselves, be a Default or Event of Default under this Section 7.5: (x) the Borrower occurrence of any customary event or condition that vests the right of any holder of Convertible Indebtedness to submit any Convertible Indebtedness for conversion, exchange or exercise in accordance with its terms; or (y) any actual conversion, exchange or exercise of any Convertible Indebtedness in accordance with its terms, unless, in each case of clauses (x) and (y), such occurrence, conversion, exchange or exercise results from a default under such Convertible Indebtedness or an event of the type that constitutes (or, with notice or passage of time, would constitute) an Event of Default.
7.6. The REIT, the Borrower, any Eligible Property Entity or any Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any Guarantor Material Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter 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 the Federal bankruptcy laws as now or hereafter in 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 or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any 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 the application, approval or consent of the Borrower REIT, the Borrower, any Eligible Property Entity or any GuarantorMaterial Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower REIT, the Borrower, any Eligible Property Entity or any Guarantor Material Subsidiary or any Substantial Portion of their Propertyits Properties, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower REIT, the Borrower, any Eligible Property Entity or any Guarantor Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.
7.8 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors REIT or any of its Subsidiaries which, when taken together with all other Property of the REIT, the Borrower and the Guarantors 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 action occurs, constitutes a Substantial 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 7.9. One or more (ia) judgments or orders for the payment of money in excess of $25,000,000 100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of other than amounts fully covered by insuranceinsurance for which coverage has not been denied by the applicable insurance carrier), or (iib) nonmonetary judgments or orders which, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal shall remain unstayed, undischarged, undismissed, unvacated or otherwise being appropriately contested in good faith, or any action shall be legally taken by unsatisfied for a judgment creditor to attach or levy upon any assets period of the Borrower or any Guarantor to enforce any such judgmentthirty (30) consecutive days.
(a) With respect to a Plan, the REIT, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 100,000,000 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, that when taken together with all other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect.
7.11 7.11. Any Change in of Control shall occur.
7.12 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 period of grace therein provided.
7.13 7.12. Any 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 by any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect.
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