Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $10,000,000.00 shall have been rendered against the Originator or (B) $500,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,000.00 or $500,000 respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, provided that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 5 contracts

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de), Credit Agreement (Gladstone Investment Corporation\de)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 5,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 5,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, provided that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 3 contracts

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 250,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 250,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~200% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; or (s) a Key Man Event occurs; or (t) during the Revolving Period, the Required Diversity Test shall not be satisfied; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 3 contracts

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Capital Corp), Fifth Amended and Restated Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or ~~(c)~~ (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~200% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; or (s) a Key Man Event occurs; or (t) during the Revolving Period, the Required Diversity Test shall not be satisfied; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 2 contracts

Samples: Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 250,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 thirty (30) consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 250,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~200% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five (5) Business Days; or (s) a Key Man Event occurs; or (t) during the Revolving Period, the Required Diversity Test shall not be satisfied; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 2 contracts

Samples: Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~200% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; or (s) a Key Man Event occurs; or (t) during the Revolving Period, the Required Diversity Test shall not be satisfied; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 2 contracts

Samples: Credit Agreement (Gladstone Capital Corp), Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (j) (i) a final judgment for the payment of money in excess of (A) $10,000,000.00 shall have been rendered against the Originator or (B) $500,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,000.00 or $500,000 respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, provided that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Investment Corporation\de)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the ~~Maturity~~ Termination Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than ~~fifteen~~ five (155) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 5,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 thirty (30) consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 5,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the ~~Required Lenders~~Administrative Agent; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed ~~200.0~~150.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (ti) the difference between (A) the Aggregate Outstanding Loan Balance minus (B) the Advances Outstanding shall be less than (ii) an amount equal to 50% of the Required Equity ~~Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days~~Investment; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Early Termination Events. If (a) The occurrence of any one of the following events for any reason shall constitute a “Saks Early Termination Event”: (i) Any Household Entity fails to pay any amount owing hereunder, under the Servicing Agreement or under any Household Guarantee to one or more of the Saks Companies when due (except to the extent such Household Entity is disputing the amount in good faith) and such failure to pay shall remain unremedied for (A) a period of two Business Days after delivery of written demand therefor to Household Bank in the case of an amount owing under Section 4.01(b) hereof, or (B) 30 days after delivery of written demand therefor to the relevant Household Entity in the case of all other amounts; provided, however, that, if such Household Entity failed to pay because a Force Majeure Event in effect on the last day of the period specified in clause (A) or (B), as applicable, made payment impossible, then no Saks Early Termination Event shall occur on the basis of such failure to pay unless it remains unremedied until after the earlier of (X) the fifteenth day after the end of the period specified in clause (A) or (B), as applicable, or (Y) the first Business Day after the termination of such Force Majeure Event. (ii) Any representation or warranty by a Household Entity in the Servicing Agreement, this Agreement or any Household Guarantee shall prove to be untrue as of the date made or repeated and such inaccuracy, if susceptible of cure, shall not have been cured within 30 days following delivery of written notice thereof to the relevant Household Entity. (iii) Any default by Household Bank shall occur in the performance of any of its covenants contained in Section 3.07, Section 12.01 or Section 12.14; or any material default by Household Bank shall occur in the performance of any other of its covenants contained herein (other than a default covered in clause (i) above) and such default shall not have been cured within 30 days or such lesser period as may be required by Requirements of Law following delivery of written notice thereof to Household Bank; provided that no such notice and cure period shall be required if such default has or will have an immediate and material adverse effect on any of the Saks Companies’ ability to service its customers, as determined by the Company in its reasonable judgment. (iv) An Event of Bankruptcy shall have occurred with respect to any Household Entity or Household International. (v) A Securitization Default shall occur. (vi) A Change of Control shall occur with respect to any Household Entity or Household International. (vii) HFC shall fail to maintain an investment grade rating from at least two of Fitch, Inc., Standard and Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc. and Xxxxx’x Investor Services, Inc. (viii) A Change in Law that reduces in any material respect the ability of the Company or its Affiliates to use the Cardholder List, any Charge Transaction Data, or any other Cardholder Information during the Term below the level permitted on the Closing Date shall occur. (ix) Household Bank shall, by delivering an Opinion of Counsel that its position on a particular issue is dictated by legal or regulatory requirements, immediately make any change or take any action pursuant to the final sentence of Section 3.03(d) of this Agreement or override the votes of the Company’s voting members of the Operating Committee so as to result or likely result in a material adverse impact on (A) the relationship between the Company and/or its Affiliates and their customers or (B) the benefits of the Program to the Company and its Affiliates, unless such legal and regulatory requirements have dictated that the Reference Banks adopt such position, make such change, or take such action (as the case may be). (x) Due to Household Bank’s regulatory status or constraints, the benefits of the Program to the Company and/or its Affiliates are materially diminished or the Company and/or its Affiliates experience(s) a material decline in customer satisfaction, unless such constraints are applicable to the Reference Banks and would have resulted in a diminution in such benefits or a decline in such customer satisfaction of comparable magnitude if the Accounts were owned by the Reference Banks. (xi) Household Bank or any Primary Servicer shall have breached the Servicing Agreement by terminating XxXxx’x as Servicer (as defined in the Servicing Agreement), or any Affiliate of XxXxx’x as successor Servicer, in the absence of a Servicer Termination Event (as defined in the Servicing Agreement). (xii) Any Household Guarantee shall expire or terminate or otherwise fail to be in full force and effect or HFC shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity, enforceability or effectiveness of, any Household Guarantee. (b) The occurrence of any of the following events ~~(each, an~~ for any reason shall constitute a “Household Early Termination Event”~~) shall occur and be continuing~~: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $10,000,000.00 shall have been rendered against the Originator or (B) $500,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,000.00 or $500,000 respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, provided that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Program Agreement (Saks Inc)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or ~~(c)~~ (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Committed Lenders; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~200% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; or (s) a Key Man Event occurs; or (t) during the Revolving Period, the Required Diversity Test shall not be satisfied; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall ~~fail to (i) make~~ default in the payment of any amount required to be made under the terms of this ~~Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date~~Agreement; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or ~~(c)~~ (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than ~~fifteen~~ five (155) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 5,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 5,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the ~~Required Lenders~~Administrative Agent; or (l) ~~a Key Man Event occurs~~on any day, either (i) the Hedge Notional Amount is less than the Required Notional Amount, or (ii) any Hedge Transaction fails to meet the requirements set forth in Section 5.2; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed ~~7.0~~5.0% on and such failure continues ~~on the next succeeding Determination Date~~for a period of thirty (30) consecutive days; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than ~~fifteen~~ five (155) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 5,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 thirty (30) consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 5,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the ~~Required Lenders~~Administrative Agent; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed ~~200.0~~150.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (ti) the difference between (A) the Aggregate Outstanding Loan Balance minus (B) the Advances Outstanding shall be less than (ii) an amount equal to 50% of the Required Equity ~~Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days~~Investment; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (~~c) (~~i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than ~~fifteen~~ five (155) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 5,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 thirty (30) consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 5,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the ~~Required Lenders~~Administrative Agent; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (ti) the difference between (A) the Aggregate Outstanding Loan Balance minus (B) the Advances Outstanding shall be less than (ii) an amount equal to 50% of the Required Equity ~~Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days~~Investment; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or ~~(c)~~ (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 250,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 250,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~200% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; or (s) a Key Man Event occurs; or (t) during the Revolving Period, the Required Diversity Test shall not be satisfied; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Fifth Amended and Restated Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or (c) (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or or (f) a Servicer Termination Event occurs; or or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $10,000,000.00 shall have been rendered against the Originator or (B) $500,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,000.00 or $500,000 respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Required Lenders; or (l) a Key Man Event occurs; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 200.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, provided that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Investment Corporation\de)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall ~~fail to (i) make~~ default in the payment of any amount required to be made under the terms of this ~~Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date~~Agreement; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or ~~(c)~~ (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than ~~fifteen~~ five (155) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 5,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 5,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the ~~Required Lenders~~Administrative Agent; or (l) ~~a Key Man Event occurs~~[Reserved]; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (p) the Borrower shall become an “investment company” subject to registration under the 1940 Act~~; or~~; (q) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (r) on any Determination Date, the Interest Coverage Ratio does not equal or exceed ~~200.0~~150.0% and such failure continues on the next succeeding Determination Date; or (s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Capital Corp)

Early Termination Events. If any of the following events (each, an “Early Termination Event”) shall occur and be continuing: (a) the Borrower shall fail to (i) make payment of any amount required to be made under the terms of this Agreement and such failure shall continue for more than two (2) Business Days; or (ii) repay all Advances Outstanding on or prior to the Maturity Date; or (b) the Borrowing Base Test shall not be met, and such failure shall continue for more than two (2) Business Days; or ~~(c)~~ (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person by the Administrative Agent, any Managing Agent or the Collateral Custodian and (ii) the date on which such Person becomes or should have become aware thereof; or (d) any representation or warranty made or deemed made hereunder shall prove to be incorrect in any material respect as of the time when the same shall have been made; or (e) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (f) a Servicer Termination Event occurs; or (g) any Change-in-Control of the Borrower or Originator occurs; or (h) the Borrower or the Servicer defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (i) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (i) a final judgment for the payment of money in excess of (A) $~~10,000,000.00~~ 10,000,000 shall have been rendered against the Originator or (B) $~~500,000~~ 100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, such judgment, decree or order shall continue unsatisfied and in effect for any period of 30 consecutive days without a stay of execution, or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $~~10,000,000.00~~ 10,000,000 or $~~500,000~~ 50,000, respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the ~~Required Lenders~~Administrative Agent; or (l) ~~a Key Man Event occurs~~any Material Adverse Change occurs with respect to the Borrower or the Servicer; or (m~~) on any Determination Date, the Portfolio Yield does not equal or exceed 7.0% on and such failure continues on the next succeeding Determination Date; or (n~~) the Rolling Three-Month Default Ratio shall exceed 7.5%; or (on) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or (po) the Borrower shall become an “investment company” subject to registration under the 1940 Act; or (qp) the business and other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (rq) on ~~any~~ the Determination ~~Date~~Dates falling in August, November, February and May, the Interest Coverage Ratio does not equal or exceed ~~200.0~~150.0% and such failure continues on the next succeeding Determination Date; or (~~s) any Material Adverse Change occurs with respect to the Borrower, the Originator or the Servicer; or (t~~r) the Required Equity Investment shall not be maintained, and such failure shall continue unremedied for a period of five Business Days; then, and in any such event, the Administrative Agent shall, at the request, or may with the consent, of the Required Committed Lenders, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, ~~provided~~ provided, that in the event that the Early Termination Event described in subsection (e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Early Termination Event.

Appears in 1 contract

Samples: Credit Agreement (Gladstone Capital Corp)

Common use of Early Termination Events Clause in Contracts