Common use of ERISA Debt Clause in Contracts

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,000; then, the Lenders’ obligation to make the Facility available shall cease and the Facility Agent on behalf of the Lenders may, with the Majority Lenders’ consent and shall, upon the Majority Lenders’ instruction, by notice to the Borrower, (i) declare the entire Facility Balance, accrued interest and any other sums payable by the Borrower hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (h) or (j) of this Section 10.1, the Facility Balance, accrued interest and any other sums payable by the Borrower hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower all of which are expressly waived. In such event, the Creditors may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, the Note, any other Transaction Document or any Interest Rate Agreement or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower to any of the Creditors hereunder and/or under the Note and the other Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with any Creditor and every other claim of the Borrower then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings.

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 1,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,000; then, the Lenders’ ' obligation to make the Facility available shall cease and the Facility Agent on behalf of the Lenders may, with the Majority Lenders’ ' consent and shall, upon the Majority Lenders’ ' instruction, by notice to the Borrower, (i) declare the entire Facility BalanceFacility, accrued interest and any other sums payable by the Borrower hereunder hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (hi) or (jk) of this Section 10.18.1, the Facility BalanceFacility, accrued interest and any other sums payable by the Borrower hereunder hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower all of which are expressly waived. In such event, the Creditors Creditors, or any thereof, may proceed to protect and enforce their respective rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, Agreement or in the Note, Note or in any other Transaction Document or any Interest Rate Agreement or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower to any of the Creditors hereunder and/or hereunder, under the Note and and/or under the other Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with any Creditor and every other claim of the Borrower then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings.

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,00030,000,000; then, the Lenders’ Banks' obligation to make the Facility available shall cease and the Facility Agent on behalf of the Lenders Banks may, with the Majority Lenders’ Banks' consent and shall, upon the Majority Lenders’ Banks' instruction, by notice to the BorrowerBorrowers, (i) declare the entire Facility Balance, accrued interest and any other sums payable by the Borrower Borrowers hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement Notes due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (h) or (j) of this Section 10.19.1, the Facility Balance, accrued interest and any other sums payable by the Borrower Borrowers hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement Notes shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower Borrowers all of which are expressly waived. In such event, the Creditors may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, Agreement or in the Note, any other Transaction Document or any Interest Rate Agreement Notes or in aid of the exercise of any power granted herein or therein, or the Lenders Banks or the Facility Agent may proceed to enforce the payment of the Note Notes when due or to enforce any other legal or equitable right of the LendersBanks, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower Borrowers to any of the Creditors hereunder and/or under the Note and the other Transaction Documents Notes (whether or not then due) all moneys and other amounts of the Borrower Borrowers then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower Borrowers then or thereafter with any Creditor and every other claim of the Borrower Borrowers then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings.

ERISA Debt. Any member of the ERISA Group (i) The Borrower or any ERISA Affiliate shall (i) fail fails to pay when due an amount or amounts aggregating in excess of $5,000,000 1,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group Borrower or any ERISA Affiliate, individually or collectively, shall incurincurs, or shall should reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of exceeds $10,000,000; then. Upon and during the continuance of any Event of Default, the Lenders’ obligation to make the Facility any Advance available shall cease and the Facility Agent may, and on behalf the instructions of the Majority Lenders may, with the Majority Lenders’ consent and shall, upon the Majority Lenders’ instruction, by notice to the Borrower, (i) declare the entire Facility Balanceunpaid balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrower hereunder and or under the Note, the other Transaction Documents and any Interest Rate Agreement Note due and payable payable, whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses subsections (hg) or (j) of this Section 10.18.1 with respect to the Borrower, the Facility Balance, accrued interest and any other sums payable by the Borrower hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement Note shall be immediately due and payable without declaration, presentment, demand, protest declaration or other notice to the Borrower all of which are expressly waivedBorrower. In such event, the Creditors Lenders may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, in the NoteNote or in any Security Document, any other Transaction Document or any Interest Rate Agreement or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted under the terms of any Security Document or by Applicable Law applicable law for the collection of all sums due, or so declared due, includingon the Note. Without limiting the foregoing, without limitation, the Borrower agrees that during the continuance of any Event of Default each of the Lenders shall have the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower to any of the Creditors Lenders hereunder and/or under the Note and the other Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any CreditorLender, the balance of any deposit account (demand or time, matured mature or unmatured) of the Borrower then or thereafter with any Creditor Lender and every other claim of the Borrower then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawingsLenders.

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,00030,000,000; then, the Lenders’ ' obligation to make the Facility available shall cease and the Facility Administrative Agent on behalf of the Lenders may, with the Majority Lenders’ ' consent and shall, upon the Majority Lenders’ ' instruction, by notice to the BorrowerBorrowers, (i) declare the entire Commitments terminated and the Facility Balance, accrued interest and any other sums payable by the Borrower Borrowers hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement Notes due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (hi) or (jk) of this Section 10.19.1, the Commitments shall automatically terminate without further action of any kind and the Facility Balance, accrued interest and any other sums payable by the Borrower Borrowers hereunder and under the Note, the other Transaction Documents and any Interest Rate Agreement Notes shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower Borrowers, all of which are expressly waived. In such event, the Creditors may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, Agreement or in the Note, any other Transaction Document or any Interest Rate Agreement Notes or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Administrative Agent may proceed to enforce the payment of the Note Notes when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower Borrowers to any of the Creditors hereunder and/or under the Note and the other Transaction Documents Notes (whether or not then due) all moneys and other amounts of the Borrower Borrowers then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower Borrowers then or thereafter with any Creditor and every other claim of the Borrower Borrowers then or thereafter against any of the Creditors. Notwithstanding the foregoing, any Event of Default comprising an event described in sub-clause (iif) terminate any Letter of Credit which this Article 9.1 shall be deemed waived or cured, as the case may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such noticebe, or if immediately upon the occurrence of such event the Borrowers place an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) amount equal to the Facility Agent at Balance (the office set forth "Defeased Amount") in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal an interest bearing collateral account maintained with and pledged to the aggregate Administrative Agent for and on behalf of the then Letter of Credit Outstandings, Lenders. Any amounts on deposit in such amounts to collateral account for the Borrowers' obligations hereunder shall be repaid released to the Borrower to Borrowers by the extent not utilized to cover Letter of Credit drawingsAdministrative Agent upon restored compliance with the covenant theretofore breached.

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 1,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,000; then, the Lenders’ ' obligation to make the Facility Loan available shall cease and the Facility Agent on behalf of the Lenders may, with the Majority Lenders’ ' consent and shall, upon the Majority Lenders’ ' instruction, by notice to the BorrowerBorrowers, (i) declare the entire Facility Loan Balance, accrued interest and any other sums payable by the Borrower hereunder Borrowers hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (hi) or (jk) of this Section 10.18.1, the Facility Loan Balance, accrued interest and any other sums payable by the Borrower hereunder Borrowers hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower Borrowers all of which are expressly waived. In such event, the Creditors Creditors, or any thereof, may proceed to protect and enforce their respective rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, Agreement or in the Note, Note or in any other Transaction Document or any Interest Rate Agreement or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower Borrowers to any of the Creditors hereunder and/or hereunder, under the Note and and/or under the other Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower Borrowers then or thereafter with any Creditor and every other claim of the Borrower Borrowers then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings.

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 1,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,000; then, the Lenders’ ' obligation to make the Facility any Advance available shall cease and the Facility Administrative Agent on behalf of the Lenders may, with the Majority Lenders’ ' consent and shall, upon the Majority Lenders’ ' instruction, by notice to the BorrowerBorrowers, (i) declare the entire Facility BalanceFacility, accrued interest and any other sums payable by the Borrower hereunder Borrowers hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (hi) or (jk) of this Section 10.18.1, the Facility BalanceFacility, accrued interest and any other sums payable by the Borrower hereunder Borrowers hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower Borrowers all of which are expressly waived. In such event, the Creditors Creditors, or any thereof, may proceed to protect and enforce their respective rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, Agreement or in the Note, Note or in any other Transaction Document or any Interest Rate Agreement or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Administrative Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower Borrowers to any of the Creditors hereunder and/or hereunder, under the Note and and/or under the other Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower Borrowers then or thereafter with any Creditor and every other claim of the Borrower Borrowers then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings.

ERISA Debt. Any member of the ERISA Group or any ERISA Affiliate shall (i) fail to pay when due an amount or amounts aggregating in excess of $5,000,000 1,000,000 which it or they shall have become liable to pay under Title IV of ERISA or (ii) any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event and the aggregate of all such Withdrawal Liabilities and such other liabilities shall be in excess of $10,000,000; then, the Lenders’ ' obligation to make the Facility available shall cease and the Facility Agent on behalf of the Lenders may, with the Majority Lenders’ ' consent and shall, upon the Majority Lenders’ ' instruction, by notice to the Borrower, (i) declare the entire Facility Balance, accrued interest and any other sums payable by the Borrower hereunder hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subclauses (hi) or (j) of this Section 10.18.1, the Facility Balance, accrued interest and any other sums payable by the Borrower hereunder hereunder, under the Note and under the Note, the other Transaction Documents and any Interest Rate Agreement shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrower all of which are expressly waived. In such event, the Creditors may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, Agreement or in the Note, Note or in any other Transaction Document or any Interest Rate Agreement or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower to any of the Creditors hereunder and/or hereunder, under the Note and and/or under the other Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with any Creditor and every other claim of the Borrower then or thereafter against any of the Creditors, (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (h) or (j) of this Section 10.1, it will pay) to the Facility Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings.