Definition of Event of Default. The occurrence of any one or more of the following events constitutes an Event of Default hereunder: a) if the Borrower makes default in any payment of principal when the same becomes due under the Agreement and such default shall have continued for three Business Days after notice has been given by Royal to the Borrower; b) if the Borrower makes default in any payment of interest, G/L Fees, L/C Fees, fees, Compensation Amount, Additional Amount or like payments when the same become due under the Agreement and such default shall have continued for a period of five days after notice has been given by Royal to the Borrower, c) if the Borrower makes, suffers or permits a default in observing or performing any covenant or condition of the Agreement, any Treasury Contract or any other agreement with Royal and such default shall have continued for a period of ten days after notice in writing has been given by Royal to the Borrower specifying such default; d) if there is a default by the Borrower or any of its Subsidiaries which results in the acceleration of payment by the Borrower or any of its Subsidiaries of Indebtedness in excess of US$5,000,000 or the Equivalent Amount in Canadian Funds or concerning its performance or the performance of any of its Subsidiaries of other covenants or conditions of Indebtedness in excess of US$5,OOO,OOO or the Equivalent Amount in Canadian Funds which results in demand or the acceleration of maturity of such Indebtedness; e) if any representation, warranty or statement made by the Borrower herein or in any certificate furnished in connection with or pursuant to the Agreement shall prove to be or to have been incorrect on the date as of which it was made in any respect materially adverse to Royal, in Royal's discretion; f) if an order be made or an effective resolution be passed for the winding-up of the Borrower or any of its Subsidiaries (other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business) or if the Borrower or any of its Subsidiaries on its own behalf shall make an assignment for the benefit of its creditors or if the Borrower or any of its Subsidiaries shall be declared bankrupt or if a custodian or receiver be appointed under any bankruptcy act or code or if a compromise or arrangement is proposed by the Borrower or any of its Subsidiaries to creditors or any class of creditors, or if a receiver, receiver-manager or other officer with like powers shall be appointed, or if an encumbrancer shall take possession of the property of the Borrower or any of its Subsidiaries or any part thereof (in all of such cases other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business), which is, in the opinion of Royal, material to the Primary Business or if a distress or execution or any similar process be levied or enforced against a substantial or essential part of such property and remain unsatisfied for a period of thirty days, unless such distress, execution or similar process is in good faith disputed by the Borrower or any such Subsidiary and, if so required by Royal, the Borrower or any such Subsidiary gives adequate security to Royal to pay in full the amount claimed;
Appears in 1 contract
Definition of Event of Default. The occurrence of any one or more of the following events constitutes an Event of Default hereunder:
(a) if the Borrower makes default in any payment of principal principal, interest, acceptance fees, Documentary Credit Fees, default interest, Standby Fees, Swap Termination Values, fees for Swap Contracts, any other fees or other like amounts when the same becomes due under the Agreement and such default shall have continued for three a period of five Business Days after notice has been given by Royal to the Borrower;
(b) if the Borrower makes default in any payment of interest, G/L Fees, L/C Fees, fees, a Compensation Amount, Additional Amount or like payments payment when the same become becomes due under the Agreement and such default shall have continued for a period of five days ten Business Days after notice has been given by Royal to the Borrower,;
(c) if the Borrower makes, suffers or permits a material default in observing or performing any other covenant or condition of the Agreement, any Treasury Swap Contract or any other material agreement with Royal and such default shall have continued for a period of ten days five Business Days after notice in writing has been given by Royal to the Borrower specifying such default;
(d) if there is a default by the Borrower or any of its Subsidiaries (other than a default under the Agreement) which results in the acceleration of payment by the Borrower or any of its Material Canadian Subsidiaries of Indebtedness obligations for borrowed money in excess of US$5,000,000 or the Equivalent Amount in Canadian Funds or concerning its performance or the performance of any of its Subsidiaries of other covenants or conditions of Indebtedness in excess of US$5,OOO,OOO or the Equivalent Amount in Canadian Funds which results in demand or the acceleration of maturity of such Indebtedness$5,000,000;
(e) if any representation, warranty or statement made by the Borrower, the Borrower Subsidiaries in the Borrower Subsidiaries' Guarantees and the Borrower Subsidiaries' Security Agreements or the Guarantor herein or in the Guarantee or in any certificate furnished in connection with or pursuant to the Agreement shall or the Guarantee shall, in Royal's opinion, prove to be or to have been materially incorrect on the date as of which it was made in any respect materially adverse to Royal, in Royal's discretion; Royal and Royal shall have so notified the Borrower;
(f) if an order be made or an effective resolution be passed for the winding-up of the Borrower or or, without the prior written consent of Royal, any of its Material Canadian Subsidiaries (other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business) or if the Borrower or any of its Subsidiaries on its own behalf shall make an assignment for the benefit of its creditors or if the Borrower or any of its Subsidiaries shall be declared bankrupt or make an authorized assignment or if a custodian or receiver be appointed under any bankruptcy act or code the Bankruptcy and Insolvency Act or if a compromise or arrangement (including a compromise, arrangement, reorganization or other like restructuring commenced by the Borrower which adversely affects its creditors under any Federal or Provincial statute including the Companies' Creditors Arrangement Act or the British Columbia Company Act) is proposed by the Borrower or any of its Subsidiaries to creditors generally or any significant class of creditors, or if a receiver, receiver-manager or other officer with like powers shall be appointed, or if an encumbrancer shall take possession of the property of the Borrower or any of its Subsidiaries or any part thereof (in all of such cases other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business)thereof, which is, in the reasonable opinion of Royal, material to the Primary Business business of the Borrower and its ability to perform its obligations under the Agreement or if a distress or execution or any similar process be levied or enforced against a substantial or essential part of such property and remain unsatisfied for a period of thirty days, unless such distress, execution or similar process is in good faith disputed by the Borrower or any such Subsidiary and, if so required by Royal, the Borrower or any such Subsidiary gives provides adequate security to Royal to pay in full the amount claimed;
(g) if the Agreement or any of Royal's Security shall at any time cease to be in full force and effect (other than by expiration or termination in accordance with its terms for reasons other than the default of the Borrower) or if a Court of competent jurisdiction shall declare the Agreement to be null and void or if the Borrower shall contest the validity or enforceability thereof or if the Borrower shall deny that it has any further liability or obligation hereunder or if any of Royal's Security for any reason ceases, other than in accordance with its terms, to constitute valid and subsisting security upon any material part of the property and assets of the Borrower or its Subsidiaries as described therein;
(h) if a writ of execution, attachment or similar process has been issued or levied against all, or a substantial portion of, the property of the Borrower or any of its Subsidiaries in connection with any judgement against the Borrower or any of its Subsidiaries in any amount in excess of $1,000,000 which materially affects the property of the Borrower or any of its Subsidiaries, and no application has been brought to stay such writ of execution, attachment or similar process which application has, in the reasonable opinion of Royal, a reasonable chance of success;
(i) if it shall become illegal or unlawful for the Borrower or any of its Subsidiaries to carry on its business or to perform its obligations under the Agreement;
(j) if the Borrower or any of its Subsidiaries (except for Louisiana-Pacific Acquisition, Inc.) suspends or ceases or threatens to suspend or cease business;
(k) if the Borrower or any of its Subsidiaries shall sell or otherwise dispose of or threaten to sell or otherwise dispose of, all or a substantial part of its undertaking, property and assets, whether in one transaction or in a series of related transactions;
(l) if there is an Event of Default (as defined in the Guarantor Credit Agreement).
Appears in 1 contract
Definition of Event of Default. The occurrence of any one or more of the following events constitutes an Event of Default hereunder:
(a) if the Borrower makes default in any payment of principal principal, interest, acceptance fees, Documentary Credit Fees, default interest, Standby Fees, Swap Termination Values, fees for Swap Contracts, any other fees or other like amounts when the same becomes due under the Agreement or with respect to an Obligation and such default shall have continued for three a period of five Business Days after notice has been given by Royal to the Borrower;
(b) if the Borrower makes default in any payment of interest, G/L Fees, L/C Fees, fees, Compensation Amount, Additional Amount or like payments when the same become due under the Agreement and such default shall have continued for a period of five days after notice has been given by Royal to the Borrower,
c) if the Borrower Guarantor makes, suffers or permits a material default in observing or performing any other covenant or condition of the Agreement, or, in the case of the Borrower, any Treasury Swap Contract or any other material agreement with Royal and such default shall have continued for a period of ten days five Business Days after notice in writing has been given by Royal to the Borrower specifying such default;
(c) if the Borrower makes default in any payment of an Additional Amount or like payment when the same becomes due under the Agreement and such default shall have continued for a period of ten Business Days after notice has been given by Royal to the Borrower;
(d) if an “Event of Default” (as defined therein) resulting from the failure to make any payment of principal, interest or premium when due and payable under the Indentures (after giving effect to any cure or grace period provided therein) or to repurchase or redeem any note issued under the Indentures when required thereby occurs and is continuing or any other “Event of Default” occurs and is continuing under the Indentures and results in the “Indebtedness” (as defined in the Indentures) under the Indentures being accelerated;
(e) if there is a default by the Borrower or any of its Subsidiaries (other than a default under the Agreement) which results in the acceleration of payment by the Borrower or any of its Material Canadian Subsidiaries of Indebtedness obligations for borrowed money in excess of US$5,000,000 or the Equivalent Amount in Canadian Funds or concerning its performance or the performance of any of its Subsidiaries of other covenants or conditions of Indebtedness in excess of US$5,OOO,OOO or the Equivalent Amount in Canadian Funds which results in demand or the acceleration of maturity of such Indebtedness$5,000,000;
e(f) if any representation, warranty or statement made by the Borrower, the Borrower Subsidiaries in the Borrower Subsidiaries’ Guarantees or the Guarantor herein or in the Guarantee or in any certificate furnished in connection with or pursuant to the Agreement shall or the Guarantee shall, in Royal’s opinion, prove to be or to have been materially incorrect on the date as of which it was made in any respect materially adverse to Royal, in Royal's discretion; fRoyal and Royal shall have so notified the Borrower;
(g) if if:
(1) an order be made or an effective resolution be passed for the winding-up of the Borrower or or, without the prior written consent of Royal, any of its Material Canadian Subsidiaries (other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business) or if the Borrower or any of its Subsidiaries on its own behalf shall make an assignment for the benefit of its creditors or if the Borrower or any of its Subsidiaries shall be declared bankrupt or make an authorized assignment or if a custodian or receiver be appointed under any bankruptcy act or code the Bankruptcy and Insolvency Act or if a compromise or arrangement (including a compromise, arrangement, reorganization or other like restructuring commenced by the Borrower which adversely affects its creditors under any Federal or Provincial statute including the Companies’ Creditors Arrangement Act or the British Columbia Company Act) is proposed by the Borrower or any of its Subsidiaries to creditors generally or any significant class of creditors, or if a receiver, receiver-manager or other officer with like powers shall be appointed, or if an encumbrancer shall take possession of the property of the Borrower or any of its Subsidiaries or any part thereof (in all of such cases other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business)thereof, which is, in the reasonable opinion of Royal, material to the Primary Business business of the Borrower and its ability to perform its obligations under the Agreement or if a distress or execution or any similar process be levied or enforced against a substantial or essential part of such property and remain unsatisfied for a period of thirty days, unless such distress, execution or similar process is in good faith disputed by the Borrower or any such Subsidiary and, if so required by Royal, the Borrower or any such Subsidiary gives provides adequate security to Royal to pay in full the amount claimed; or
(2) the Guarantor institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;
(h) if the Agreement or any of Royal’s Security shall at any time cease to be in full force and effect (other than by expiration or termination in accordance with its terms for reasons other than the default of the Borrower) or if a Court of competent jurisdiction shall declare the Agreement to be null and void or if the Borrower shall contest the validity or enforceability thereof or if the Borrower shall deny that it has any further liability or obligation hereunder or if any of Royal’s Security for any reason ceases, other than in accordance with its terms, to constitute valid and subsisting security upon any material part of the property and assets of the Borrower or its Subsidiaries as described therein;
(i) if a writ of execution, attachment or similar process has been issued or levied against all, or a substantial portion of, the property of the Borrower or any of its Subsidiaries in connection with any judgement against the Borrower or any of its Subsidiaries in any amount in excess of $1,000,000 which materially affects the property of the Borrower or any of its Subsidiaries, and no application has been brought to stay such writ of execution, attachment or similar process which application has, in the reasonable opinion of Royal, a reasonable chance of success;
(j) if it shall become illegal or unlawful for the Borrower or any of its Subsidiaries or the Guarantor to carry on its business or to perform its obligations under the Agreement;
(k) if the Borrower or any of its Subsidiaries suspends or ceases or threatens to suspend or cease business, unless otherwise permitted under §6.1(p) hereof;
(l) if the Borrower or any of its Subsidiaries makes or threatens to make a Disposition of all or a substantial part of its undertaking, property and assets, whether in one transaction or in a series of related transactions, unless otherwise permitted under §6.1(q) hereof;
(m) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Guarantor under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Guarantor or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any instalment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount.
Appears in 1 contract
Definition of Event of Default. The occurrence of any one or more of the following events constitutes an Event of Default hereunder:
(a) if the Borrower makes default in any payment of principal principal, interest, acceptance fees, Documentary Credit Fees, default interest, the Facility Fee, Swap Termination Values, fees for Swap Contracts, any other fees or other like amounts when the same becomes due under the Agreement or with respect to an Obligation and such default shall have continued for three a period of five Business Days after notice has been given by Royal to the Borrower;
(b) if the Borrower makes default in any payment of interest, G/L Fees, L/C Fees, fees, Compensation Amount, Additional Amount or like payments when the same become due under the Agreement and such default shall have continued for a period of five days after notice has been given by Royal to the Borrower,
c) if the Borrower Guarantor makes, suffers or permits a material default in observing or performing any other covenant or condition of the Agreement, or, in the case of the Borrower, any Treasury Swap Contract or any other material agreement with Royal and such default shall have continued for a period of ten days five Business Days after notice in writing has been given by Royal to the Borrower specifying such default;
(c) if the Borrower makes default in any payment of an Additional Amount or like payment when the same becomes due under the Agreement and such default shall have continued for a period of ten Business Days after notice has been given by Royal to the Borrower;
(d) if an “Event of Default” (as defined therein) resulting from the failure to make any payment of principal, interest or premium when due and payable under the Indentures (after giving effect to any cure or grace period provided therein) or to repurchase or redeem any note issued under the Indentures when required thereby occurs and is continuing or any other “Event of Default” occurs and is continuing under the Indentures and results in the “Indebtedness” (as defined in the Indentures) under the Indentures being accelerated;
(e) if there is a default by the Borrower or any of its Subsidiaries (other than a default under the Agreement) which results in the acceleration of payment by the Borrower or any of its Material Canadian Subsidiaries of Indebtedness obligations for borrowed money in excess of US$5,000,000 or the Equivalent Amount in Canadian Funds or concerning its performance or the performance of any of its Subsidiaries of other covenants or conditions of Indebtedness in excess of US$5,OOO,OOO or the Equivalent Amount in Canadian Funds which results in demand or the acceleration of maturity of such Indebtedness$5,000,000;
e(f) if any representation, warranty or statement made by the Borrower, the Borrower Subsidiaries in the Borrower Subsidiaries’ Guarantees or the Guarantor herein or in the Guarantee or in any certificate furnished in connection with or pursuant to the Agreement shall or the Guarantee shall, in Royal’s opinion, prove to be or to have been materially incorrect on the date as of which it was made in any respect materially adverse to Royal, in Royal's discretion; fRoyal and Royal shall have so notified the Borrower;
(g) if if:
(1) an order be made or an effective resolution be passed for the winding-up of the Borrower or or, without the prior written consent of Royal, any of its Material Canadian Subsidiaries (other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business) or if the Borrower or any of its Subsidiaries on its own behalf shall make an assignment for the benefit of its creditors or if the Borrower or any of its Subsidiaries shall be declared bankrupt or make an authorized assignment or if a custodian or receiver be appointed under any bankruptcy act or code the Bankruptcy and Insolvency Act or if a compromise or arrangement (including a compromise, arrangement, reorganization or other like restructuring commenced by the Borrower which adversely affects its creditors under any Federal or Provincial statute including the Companies’ Creditors Arrangement Act or the British Columbia Business Corporations Act) is proposed by the Borrower or any of its Subsidiaries to creditors generally or any significant class of creditors, or if a receiver, receiver-manager or other officer with like powers shall be appointed, or if an encumbrancer shall take possession of the property of the Borrower or any of its Subsidiaries or any part thereof (in all of such cases other than a Subsidiary of the Borrower which does not materially adversely affect the Primary Business)thereof, which is, in the reasonable opinion of Royal, material to the Primary Business business of the Borrower and its ability to perform its obligations under the Agreement or if a distress or execution or any similar process be levied or enforced against a substantial or essential part of such property and remain unsatisfied for a period of thirty days, unless such distress, execution or similar process is in good faith disputed by the Borrower or any such Subsidiary and, if so required by Royal, the Borrower or any such Subsidiary gives provides adequate security to Royal to pay in full the amount claimed; or
(2) the Guarantor institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;
(h) if the Agreement or any of Royal’s Security shall at any time cease to be in full force and effect (other than by expiration or termination in accordance with its terms for reasons other than the default of the Borrower) or if a Court of competent jurisdiction shall declare the Agreement to be null and void or if the Borrower shall contest the validity or enforceability thereof or if the Borrower shall deny that it has any further liability or obligation hereunder or if any of Royal’s Security for any reason ceases, other than in accordance with its terms, to constitute valid and subsisting security upon any material part of the property and assets of the Borrower or its Subsidiaries as described therein;
(i) if a writ of execution, attachment or similar process has been issued or levied against all, or a substantial portion of, the property of the Borrower or any of its Subsidiaries in connection with any judgement against the Borrower or any of its Subsidiaries in any amount in excess of $1,000,000 which materially affects the property of the Borrower or any of its Subsidiaries, and no application has been brought to stay such writ of execution, attachment or similar process which application has, in the reasonable opinion of Royal, a reasonable chance of success;
(j) if it shall become illegal or unlawful for the Borrower or any of its Subsidiaries or the Guarantor to carry on its business or to perform its obligations under the Agreement;
(k) if the Borrower or any of its Subsidiaries suspends or ceases or threatens to suspend or cease business, unless otherwise permitted under Section 6.1(q) hereof;
(l) if the Borrower or any of its Subsidiaries makes or threatens to make a Disposition of all or a substantial part of its undertaking, property and assets, whether in one transaction or in a series of related transactions, unless otherwise permitted under Section 6.1(q) hereof;
(m) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Guarantor under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Guarantor or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any instalment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount;
(n) if there is a default by the Guarantor under the Guarantor Credit Agreement (after giving effect to any cure or grace period provided therein);
(i) the Guarantor shall fail to pay any principal on any Loan when due in accordance with the terms of the Guarantor Credit Agreement; or (ii) the Guarantor shall fail to reimburse the applicable Issuing Lender (as defined in the Guarantor Credit Agreement) for any LOC Obligations (as defined in the Guarantor Credit Agreement) when due in accordance with the terms of the Guarantor Credit Agreement; or (iii) the Guarantor shall fail to pay any interest on any Loan or any fee or other amount payable under the Guarantor Credit Agreement when due in accordance with the terms of the Guarantor Credit Agreement and such failure shall continue unremedied for five (5) days; or (iv) or any Guarantor shall fail to pay on the Guaranty (as defined in the Guarantor Credit Agreement) in respect of any of the foregoing or in respect of any other Guaranty Obligations under the Guarantor Credit Agreement (after giving effect to the grace period in clause (iii));
(p) any representation or warranty made or deemed made in the Guarantor Credit Agreement or in any of the other Guarantor Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Guarantor Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made;
(i) the Guarantor shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Section 6.2 hereof; or (ii) any Credit Party shall fail to comply with any other covenant, contained in the Guarantor Credit Agreement or the other Guarantor Credit Documents or any other agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party in favour of the Administrative Agent, the Collateral Agent or the Lenders (other than as described in Sections 7.1(o) or 7.1(q)(i) above), and in the event such breach or failure to comply in (i) and (ii) is capable of cure, is not cured within thirty (30) days of its occurrence;
(r) the Guarantor or any of its Subsidiaries shall (i) default in any payment of principal of or interest on any Indebtedness (other than the Credit Party Obligations) in a principal amount outstanding of at least U.S. $20,000,000 in the aggregate for the Guarantor and any of its Subsidiaries beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in a principal amount outstanding of at least U.S. $20,000,000 in the aggregate for the Guarantor and its Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto after giving effect to any cure or grace period provided therein, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or (iii) breach or default under any Swap Contract between any Credit Party and any Swap Contract Provider after giving effect to any cure or grace period provided therein;
(s) one or more judgments or decrees (other than judgments adequately reserved for or which are covered by insurance for which the insurer has acknowledged coverage) shall be entered against the Guarantor or any of its Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of U.S. $20,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof or any injunction, temporary restraining order or similar decree shall be issued against a Credit Party or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect;
(i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Guarantor or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower, any of its Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could have a Material Adverse Effect;
(u) there shall occur a Change of Control;
(v) at any time after the execution and delivery thereof, the Guaranty (as defined in the Guarantor Credit Agreement) for any reason, other than the satisfaction in full of all Credit Party Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or any Credit Party shall contest the validity or enforceability of the Guaranty (as defined in the Guarantor Credit Agreement) or any Guarantor Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Guarantor Credit Document to which it is a party; or
(w) any other Guarantor Credit Document shall fail to be in full force and effect or to give the Administrative Agent, the Collateral Agent and/or the Lenders the rights, powers and privileges purported to be created thereby (except as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive).
Appears in 1 contract
